YOU On Demand Holdings, Inc.: Exhibit 10.26 - Filed by newsfilecorp.com






RETENTION AND SEPARATION AGREEMENT 

     Agreement made as of this 30 day
of March, 2015 between YOU ON DEMAND HOLDINGS, INC., a Nevada Corporation (the
“Company”) and MARC URBACH, an individual residing at 79 Greenhill Road,
Springfield, New Jersey, 07081 (“Executive”) (the “Retention and Separation
Agreement”). 

BACKGROUND 

     The Company and Executive entered
into an Employment Agreement dated January 31, 2014 (the “Employment Agreement”)
pursuant to which Executive has served as President and Chief Financial Officer
of the Company. The Company now wishes to terminate the Employment Agreement as
of March 31, 2015 on the terms set forth herein, without Executive invoking any
right to resign with good reason, while retaining the services of Executive
thereafter as a Consultant pursuant to the terms of a consulting agreement (the
“Consulting Agreement”) to be entered into simultaneously with the execution of
this Retention and Separation Agreement. 

     NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants herein contained and for good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows: 

     1.      Termination
of Executive’s Employment. The Company hereby terminates Executive’s
employment without cause, in accordance with Section 4.4 of the Employment
Agreement, effective March 31, 2015, (the “Termination Date”). Provided that the
Company complies in full with the terms of this Retention and Separation
Agreement, Executive hereby waives further notice of such Termination, and
waives any right he may have to invoke his right to terminate his employment
with good reason based on any actions of the Company prior to this date, and
based on the transactions contemplated hereby. 

     2.     
Resignation as Officer, Director, and Plan Fiduciary. To the extent that,
as of the Termination Date Executive has not previously resigned from any
position as an officer, director, trustee, plan administrator or fiduciary with
respect to the Company, and each of its parents, subsidiaries, affiliates, and
any of their employee benefit or pension plans, Executive shall be deemed to
have resigned all such positions as of the Termination Date without further
action on the part of Executive or the Company. 

     3.      Severance.


               3.1      Except
as they are modified herein, the Company acknowledges its obligation to pay to
Executive the Severance Payments and benefits provided in Sections 5.1.1.
(i)(A), (ii), (iii), (iv) and (v) of the Employment Agreement. 

               3.2      The
terms of Section 5.1.2 of the Employment Agreement shall apply to all
outstanding unvested options, warrants or restricted stock, and all vested
options and warrants granted to Executive. 




               3.3      The
eighteen (18) month severance payment shall be paid to Executive in a lump sum
within the later of ten (10) days after the Termination Date, or the date of the
delivery of Executive’s General Release to the Company pursuant to paragraph 4
below. 

               3.4      At
Executive’s option, Executive may elect not to participate in the Company’s
health insurance plan, and shall be paid in lieu thereof the sum of $47,586.12,
representing 80% of the cost to the Company of such coverage, which shall be
paid to him in a lump sum within ten (10) days of his delivering his election to
the Company. 

               3.5      At
the time of payment of the Severance Payment Executive shall be paid an
additional payment equal to four (4) weeks base salary on account of vacation
time earned but not taken by Executive.

               3.6      Executive
shall not be required to mitigate the Severance Payments by seeking other
employment or otherwise rendering services for compensation and such payments
shall not be reduced or abated by reason of any compensation (in whatever form)
earned by Executive on account of any other employment or rendering of services,
without regard to when such compensation is paid. 

               3.7      In
the event that Executive’s employment is terminated for any reason other than
for cause prior to March 31, 2015, the date of such earlier termination shall be
the Termination Date and all amounts payable hereunder and all other terms and
conditions of this Retention and Separation Agreement shall be due and/or shall
apply as of that date. 

     4.      Releases.
Within forty-five (45) days of the Termination Date, Executive shall sign and
deliver to the Company a General Release in the form attached hereto as Exhibit
A. At the time of this delivery of the General Release to the Company, the
Company shall deliver to the Executive its duly executed General Release in the
form attached hereto as Exhibit B. In the event of Executive’s death prior to
payment of the Severance Payments, the payments shall be made to Executive’s
Estate upon delivery of a release executed by the Estate, and the Company shall
deliver its release to the Estate. 

     5.     
Insurance. For a period of seven (7) years from the Termination Date, the
Company shall maintain in effect directors and officers insurance in an amount
not less than the amount maintained as of the present date, which shall cover
Executive with respect to his conduct, actions or omissions as an officer,
director, manager, employee or agent of the Company (or any parent, subsidiary,
affiliate or benefit plan of the Company or any of the foregoing).

     6.      Survival
of Obligations. The provisions of this Retention and Separation Agreement
and the provisions of the Employment Agreement which by their terms or substance
contemplate continuing effect shall survive the termination of such
Agreements.

     7.      Consulting
Agreement. Simultaneous with the execution of this Retention and Separation
Agreement, Executive and the Company shall execute and deliver to the other the
Consulting Agreement, in the form attached hereto as Exhibit C. 

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     8.      Confidentiality.


          8.1      This
Retention and Separation Agreement and the Exhibits hereto are confidential and
the Parties shall not disclose any information regarding their terms, except
that Executive may disclose them to Executive’s immediate family and any tax,
legal or other counsel that he has consulted regarding the meaning or effect
hereof or as required by law. Executive will instruct each of the foregoing not
to disclose the same to anyone. The Company agrees to disclose any such
information only to any tax, legal or other counsel of the Company or as
required by law. 

          8.2      Any
non-disclosure provision in this Retention and Separation Agreement does not
prohibit or restrict either Party from responding to any inquiry about this
Retention and Separation Agreement or its underlying facts and circumstances by
the Securities and Exchange Commission (SEC), the Financial Industry Regulatory
Authority (FINRA), or any other self-regulatory organization or governmental
entity. 

     9.      Interpretation;
Merger.

          9.1      Whenever
possible, each provision of this Retention and Separation Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision is held to be invalid, illegal or unenforceable in any
respect under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other provision or any other
jurisdiction, but this Retention and Separation Agreement shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.

          9.2      This
Retention and Separation Agreement (and the Employment Agreement to the extent
preserved herein) constitutes the complete and entire agreement and
understanding among the parties, and supersedes any and all prior or
contemporaneous agreements, commitments, understandings or arrangements, whether
written or oral, between or among any of the parties, in each case concerning
the subject matter hereof.

     10.     
Public Announcements. The text of all statements or releases given to the
employees or business associates of the Company or issued to the press regarding
this agreement or the termination of Executive’s employment shall be mutually
agreed to by Executive and the Company. 

     11.      Governing
Law. This Retention and Separation Agreement shall be governed by and
construed in accordance with the internal law of the State of New York without
application of its principles of conflict of laws. 

     12.      Exclusive
Jurisdiction and Venue. Any action involving a dispute arising out of or
relating to this Retention and Separation Agreement or the Exhibits hereto,
their performance, interpretation or effect shall be brought in the federal or
state courts located in the County of New York, which shall have exclusive
jurisdiction thereof. The parties hereby submit to the personal jurisdiction of
such Courts and waive any objection based on improper or inconvenient forum, and
any right to seek dismissal or transfer on such basis. 

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     13.     
Amendment; Assignment; Binding Effect; Counterparts and Signature. The
terms of this Retention and Separation Agreement may be amended only by a
writing signed by all Parties. This Retention and Separation Agreement may be
assigned by the Company only in connection with a sale or transfer of all or
substantially all of its assets and business. The Retention and Separation
Agreement shall be binding upon and inure to the benefit of the parties, their
heirs, executors, personal representatives, successors and permitted assigns.
This Retention and Separation Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement. This Retention and Separation
Agreement, to the extent signed and delivered by means of a facsimile machine or
other electronic transmission (including .pdf files), shall be treated in all
manner and respects and for all purposes as an original agreement or instrument
and shall be considered to have the same binding legal effect as if it were the
original signed version thereof delivered in person. 

      IN WITNESS WHEREOF, the parties
have each executed this Agreement as of the date first set forth above. 

	 	YOU ON DEMAND HOLDINGS, INC 
	 	  
	 	  
	 	By:  /s/ WEICHENG LIU 
	 	Name: Weicheng Liu 
	 	Title: Chief Executive Officer 
	 	  
	 	  
	 	  
	 	  
	 	 /s/ MARC URBACH 
	 	MARC URBACH 


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