Exhibit 4.1


 


DHX MEDIA LTD.


 


AMENDED AND RESTATED STOCK OPTION PLAN


 


		1.	PURPOSE OF THE PLAN



  


 1.1                        This Stock Option Plan has been established by the Company to provide long-term incentives to attract, motivate and retain certain key employees, directors and officers of, and consultants providing services to, the Company.




 


		2.	DEFINITIONS



 


		2.1	In this Plan, the following terms have the following
meanings:



 


“Associate” has the
meaning ascribed to that term in the Securities Act (Nova Scotia);


 


“Board” means the board
of directors of the Company;


 


“Business Day” means
any day other than a Saturday, a Sunday or a statutory holiday observed in the Province of Nova Scotia;


 


“Canadian” has the meaning
set forth in the Broadcasting Act or as specified in any regulation or direction made thereunder, as the same may be amended, supplemented
or replaced, from time to time, including, without limitation, the Direction to the CRTC (Ineligibility of Non-Canadians) (SOR/97-192)
made under the Broadcasting Act, a copy of which is attached to this Plan as Exhibit A;


 


“Company” means DHX
Media Ltd., its subsidiaries and their respective successors and assigns, and any reference in the Plan to action by the Company
means action by or under the authority of the Board or any person or the Committee that has been designated for that purpose by
the Company;


 


“Committee” means a
committee, if any, created by the Board to administer the Plan pursuant to the provisions contained herein;


 


“Consultant” means a
person providing on-going services to the Company excluding, for greater certainty, a director of the Company;


 


“Corporate Transaction”
means a merger, amalgamation or plan of arrangement involving the Company, acquisition or take-over bid of the Company, or similar
transaction, in each case resulting in a Change of Control (as defined below), or sale of all or substantially all of the assets
of the Company. A “Change of Control” shall occur in the event of either (A) an acquisition of voting securities
of the Company to which are attached in excess of 50% of the votes attaching to all outstanding voting securities of the Company
or (B) if the Company is not the surviving corporation following completion of a Corporate Transaction, a transaction whereby the
shareholders of the Company immediately before the transaction hold less than 50% of the shares of the surviving corporate entity
or purchaser;


 


“Date of Grant” of an
Option means the date the Option is granted to a Participant under the Plan;


 


“Designated Number”
has the meaning ascribed to it in Subsection 3.2(a) hereof;


 


“Designated Percentage”
has the meaning ascribed to it in Subsection 3.2(c) hereof;


 


“Earliest Exercise Date”
has the meaning ascribed to it in Subsection 3.2(d) hereof;


 


“Effective Date” means
the 22 day of March 2006, when this Plan was originally approved by the Board;


 




     


     


    

 


“Eligible Person” has
the meaning ascribed to it in Section 3.1 hereof;


 


“Exercise Notice” has
the meaning ascribed to it in Subsection 3.5(a) hereof;


 


“Exercise Notice Deadline”
means the earlier of (i) 5:00 p.m. (Halifax time) on the date which is the 180th day following the date of the death of the Participant
and (ii) the Expiry Time;


 


“Expiry Time” means,
in relation to an Option, 5:00 p.m. (Halifax time) on the Latest Exercise Date;


 


“Insider” means:


 


		(i)	an insider as defined in the Securities Act (Nova Scotia), other than a person who falls
within that definition solely by virtue of being a director or senior officer of a subsidiary of the Company; and



 


		(ii)	an Associate of any person who is an insider by virtue of (i), above;



 


“Latest Exercise Date”
has the meaning ascribed to it in Subsection 3.2(e) hereof;


 


“Market Price” on any
date means, in respect of the Shares, the closing price of the Shares on the trading day immediately preceding such date on the
quotation system or stock exchange on which the greatest volume of trading of Shares has occurred on that trading day;


 


“Option” means a right
granted under the Plan to a Participant to purchase Shares in accordance with the Plan;


 


“Option Price” has the
meaning ascribed to it in Subsection 3.2(b) hereof;


 


“Option Year” in respect
of an Option means the year commencing on the Earliest Exercise Date of the Option or on any anniversary of such date, and ending
prior to or on the Latest Exercise Date;


 


“Outstanding Issue”
means the aggregate number of Shares that are outstanding immediately prior to the Share issuance in question, excluding Shares
which have been issued pursuant to Share Compensation Arrangements within the preceding one year period;


 


“Participant” means
an Eligible Person who has agreed to participate in the Plan on such terms as the Company may specify at the time he or she is
designated as an Eligible Person;


 


“Plan” means this Stock
Option Plan, as amended and restated from time to time;


 


“Shares” means Common
Voting Shares and Variable Voting Shares of DHX Media Ltd., and include any shares of the Company into which such shares may be
converted, reclassified, subdivided, consolidated, exchanged or otherwise changed, whether pursuant to a reorganization, amalgamation,
merger, arrangement or other form of reorganization;


 


“Share Compensation Arrangement”
means the Plan, an employee stock purchase plan or any other compensation or incentive plan involving the issuance or potential
issuance of Shares to Participants, including a purchase of Shares from treasury which is financially assisted by the Company by
way of a loan, guarantee or otherwise;


 


“Unexercisable Shares”
has the meaning ascribed to it in Subsection 3.5(b) hereof;


 


“US Optionee” has the
meaning ascribed to it in Section 9.1 hereof;


 


“U.S. Securities Act”
means the United States Securities Act of 1933, as amended; and


 




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“Vesting Date” has the
meaning ascribed to it in Subsection 3.2(c) hereof.


 


2.2                        In this Plan, unless the context
requires otherwise, references to the male gender include the female gender, words importing the singular number may be construed
to extend to and include the plural number, and words importing the plural number may be construed to extend to and include the
singular number.


 


3.                          GRANT OF OPTIONS AND TERMS


 


3.1                        The Company may, from time to time,
designate any persons, including one or more directors of the Company, bona fide full-time employees of the Company or Consultants,
as “Eligible Persons” for the purposes of the Plan. If an Eligible Person executes and delivers to the Company a letter
agreement as set out in Schedule “A” and thereby agrees to participate in the Plan on the terms and conditions specified
by the Company, he or she shall become a Participant in the Plan.


 


3.2                        The Company may, from time to time,
grant an Option to a Participant to acquire Shares in accordance with the Plan. In granting such Option, subject to the provisions
hereof, the Company shall designate,


 


		(a)	the maximum number (the “Designated Number”) of Shares which the Participant may purchase
under the Option. Options granted to a Participant who is a “Canadian” will be exercisable for Common Voting Shares,
and options granted to a Participant who is not a “Canadian” will be exercisable for Variable Voting Shares;



 


		(b)	the price (the “Option Price”) per Share at which the Participant may purchase his
or her Shares under the Option, which price shall be determined by the Company in accordance with Section 3.3 hereof;



 


		(c)	a percentage of the Designated Number (the “Designated Percentage”), determined in
accordance with Section 3.4 hereof, representing the maximum number of Shares that may be purchased by a Participant pursuant to
the exercise of that Option in each year during the term of such Option, and the date after which such Shares may be purchased
(the “Vesting Date”); provided that if a Participant exercises an Option and purchases fewer Shares than the Designated
Percentage in any year during the term of the Option, any remaining portion of the Designated Percentage of Shares shall be available
for purchase at any time subsequent to the Vesting Date for such Option and prior to the Expiry Time, in addition to Shares otherwise
becoming available to the Participant for purchase after any subsequent Vesting Date.



 


		(d)	the earliest date (the “Earliest Exercise Date”) on which the Option may be exercised,
which may be the Date of Grant;



 


		(e)	the latest date (the “Latest Exercise Date”) on which the Option may be exercised,
which shall be no later than seven (7) years after the Date of Grant; and



 


3.3                        The Option Price in respect of an
Option shall be determined by the Company, but shall be not less than the Market Price of the applicable class of the Company’s
Shares on the Date of Grant of the Option provided that if the Shares are not then traded on a stock exchange or on a quotation
system, the Option Price shall be the fair market value of the Shares as of the Date of Grant, as determined in good faith by the
Board.


 


3.4                        The Designated Percentage in respect
of an Option shall be determined by the Company in its sole discretion, however, if the Company does not specify otherwise, then
the Designated Percentage shall be twenty-five percent (25%).


 


3.5                        If a Participant should die and
the circumstances specified in Section 3.6 had not occurred in relation to such Participant and such Participant, at the time of
his or her death, held an Option(s) in respect of which the Expiry Time had not then occurred:


 




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		(a)	in the case of each Option so held by the deceased Participant which had vested and was exercisable
with respect to some or all of the Shares forming the subject matter thereof as at the date of the death of the deceased Participant,
the legal representatives of the deceased Participant shall be entitled to send a notice in writing (an “Exercise Notice”)
to the Company advising that they wish to exercise such Option which notice, to be effective, must be actually received by the
Company by no later than the Exercise Notice Deadline and must specify the number of Shares in respect of which such Option is
wished to be exercised (provided that such exercise can only be in respect of up to that number of Shares that the deceased Participant
could have exercised such Option as at the date of his or her death, subject to Subsection 3.5(b) hereof). In the event that:



 


		(i)	an effective Exercise Notice is actually received by the Company by no later than the Exercise
Notice Deadline, then the Company shall issue to the estate of the deceased Participant that number of Shares as were specified
in the Exercise Notice (provided that the maximum number of Shares which can be issued shall not exceed that number of Shares for
which the deceased Participant could have exercised such Option as at the date of his or her death, subject to Subsection 3.5(b)
hereof), which issuance shall occur as soon as practicable thereafter. If the Exercise Notice so received is in respect of less
than the maximum number of Shares for which the deceased Participant could have exercised such Option as at the date of his or
her death, such Option shall, subject to Subsection 3.5(b) hereof, in all respects cease and terminate and be of no further force
or effect whatsoever as to such of the Shares in respect of which such Option had not been previously exercised; and



 


		(ii)	an effective Exercise Notice is not actually received by the Company by the Exercise Notice Deadline,
such Option shall, subject to Subsection 3.5(b) hereof, in all respects cease and terminate and be of no further force or effect
whatsoever as to such of the Shares in respect of which such Option had not been previously exercised;



 


		(b)	in the case of each Option so held by the deceased Participant which:



 


		(i)	was not vested and was not exercisable with respect to all of the Shares forming the subject matter
thereof as at the date of the death of the deceased Participant; and/or



 


		(ii)	was not exercised on or prior to the Exercise Notice Deadline with respect to all of the Shares
in respect of which it could have been exercised as at the date of the death of the deceased Participant,



 


(the Shares in respect of which
such Option was then not exercisable or exercised being collectively referred to in this Subsection 3.5(b) as the “Unexercisable
Shares”) such Option may, with the prior written consent of the Company (which consent may be given or withheld by the Company
in its sole and arbitrary discretion), be exercised by the deceased Participant’s legal representatives with respect to up
to that number of the Unexercisable Shares as the Company may, in its sole and arbitrary discretion, designate and advise such
legal representatives of by notice in writing given within one year following the date of the death of the deceased Participant,
provided that any such exercise is made by the deceased Participant’s legal representatives pursuant to a written notice
of exercise given by them to the Company on or prior to the earlier of 5:00 p.m. (Halifax time) on the date which is the 60th day
following the giving of such notice by the Company and the Expiry Time and, if such a notice of exercise is given by the legal
representatives of the deceased Participant, the Company shall issue to the estate of the deceased Participant that number of Shares
as were specified in the notice of exercise, which issuance shall occur as soon as practicable thereafter.


 


	3.6	(a)	Except as otherwise provided in subsection 3.6(b)
or in a written agreement with the Company, and approved by the Board, if a Participant:



 




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		(i)	resigns or is removed or discharged as, or otherwise ceases to be, an employee or director or officer
of the Company; or



 


		(ii)	was engaged as a Consultant and is not an employee or director or officer of the Company, and such
Participant resigns from such engagement, the engagement is terminated or otherwise ceases to be so engaged,



 


immediately after the earlier of
5:00 p.m. (Halifax time) on the 90th day following the date of the occurrence of any such resignation, discharge, removal or termination
other than by reason of death as contemplated in Section 3.5 (and without the requirement for any further act or formality including,
without limitation, the giving of any notices) and the Expiry Time each and every Option granted to such Participant under the
Plan, which has not been exercised by said time shall in all respects immediately cease and terminate and be of no further force
or effect whatsoever as to the Shares in respect of such Option, regardless of whether or not such Option had vested with respect
to such Shares.


 


		(b)	Except as otherwise provided in a written agreement with the Company, and approved by the Board,
if a Participant:



 


		(i)	is discharged or terminated as an employee or officer of the Company for cause; or



 


		(ii)	is removed as a director of the Company by action of the Board or the shareholders of the Company;
or



 


		(iii)	was engaged as a Consultant and is not an employee or officer of the Company, and the engagement
is terminated by the Company for cause or breach of duty,



 


immediately upon the occurrence
of any such discharge, removal or termination other than by reason of death as contemplated in Section 3.5 (and without the requirement
of any further act or formality including, without limitation, the giving of any notices) each and every Option granted to such
Participant under the Plan, which had not been exercised prior to such occurrence, shall in all respects immediately cease and
terminate and be of no further force or effect whatsoever as to Shares in respect of such Options, regardless of whether or not
such Option had vested with respect to such Shares.


 


For greater certainty, the Company shall
in its sole and absolute discretion determine whether “cause” or a “breach of duty” exists with respect
to a discharge or termination.


 


3.7                        Participation in the Plan shall
be entirely voluntary and any decision not to participate shall not affect the employment or engagement of any Eligible Person
with the Company.


 


3.8                        The Company shall in its sole discretion,
subject only to the terms of this Plan, determine the terms of all Options.


 


		4.	EXERCISE OF PARTICIPANTS’ OPTIONS



 


4.1                           Subject to earlier termination as
provided for in Sections 3.5, 3.6 and 6.3, a Participant’s Option shall terminate and may not be exercised after the Latest
Exercise Date. Except that if a Participant cannot exercise an option because the end of the option period falls during or within
10 business days of the end of a Blackout Period of the Company that is applicable to the Participant, the expiry date will be
10 business days after that Blackout Period ends. “Blackout Period” means the period during which the relevant Participant
of the Company is prohibited from exercising an option due to trading restrictions imposed by the Company.


 




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4.2                        Other than as provided for in Sections
3.5, 3.6 and 6.3, the exercise of an Option under the Plan shall be made by submitting to the Company a notice substantially similar
to that attached as Schedule “B”, specifying and subscribing for the number of Shares in respect of which the Option
is being exercised at that time and accompanied by a certified cheque or other means of cash payment satisfactory to the Company
in the amount of the aggregate Option Price for such number of Shares. As of the day the Company receives such notice and such
payment, the Participant (or the person claiming through him or her, as the case may be) shall be entitled to be entered on the
share register of the Company as the holder of the number of Shares in respect of which the Option was exercised.


 


4.3                        Upon the exercise of any Option,
the Company shall have the right to require the Participant to remit to the Company an amount sufficient to satisfy all federal,
provincial, state and local withholding tax requirements, if any, prior to the issuance of the Shares.


 


4.4                        Upon the disposition of any Shares
acquired through the exercise of an Option, the Company shall have the right to require the Participant to remit to the Company
an amount sufficient to satisfy all federal, provincial, state and local withholding tax requirements, if any, as a condition to
the registration of the transfer of such Shares on its books. Whenever payments are to be made under the Plan to the Company in
cash or by certified cheque, such payments shall be net of any amount sufficient to satisfy all federal, provincial, state and
local withholding tax requirements.


 


4.5                        Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall
comply with all relevant provisions of applicable securities law and the requirements of any stock exchange or consolidated stock
price reporting system on which prices for the Shares are quoted at any given time. As a condition to the exercise of an Option,
the Company may require the person exercising such Option to provide certain representations, warranties and certifications to
the Company to satisfy such requirements.


 


Unless such securities
are registered under the U.S. Securities Act, the certificates representing any Shares issued in the United States shall, until
such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable U.S. state
securities laws and regulations, bear a legend restricting transfer without registration under the U.S. Securities Act and applicable
state securities laws unless an exemption from registration is available.


 


		5.	MAXIMUM NUMBER OF SHARES TO BE ISSUED UNDER THE PLAN



 


5.1                        The maximum number of Shares issuable
upon the exercise of Options in aggregate across both classes of Shares shall not exceed such number which represents 9% of the
issued and outstanding Shares of the Company in aggregate across both classes of Shares from time to time. As a result, should
the Company issue additional Shares in the future, the number of Shares issuable under this Plan will increase accordingly. This
Plan of the Company is considered as an “evergreen” plan, since the Shares covered by Options which have been exercised
shall be available for subsequent grants under this Plan.


 


5.2                        The Plan together
with all of the Company’s other share compensation arrangements (including without limitation the Company’s Share Purchase
Plan) shall not result in any time in:


 


		(a)	The number of securities issuable to insiders, at any time, under all security based compensation arrangements, exceeding 10%
of issued and outstanding securities of the Company; and



 


		(b)	The number of securities issued to insiders, within any one year period, under all security based
compensation arrangements, exceeding 10% of issued and outstanding securities of the Company.



 


5.3                        If any Option is terminated, cancelled
or has expired without being fully exercised, any unissued Shares which have been reserved to be issued upon the exercise of the
Option shall become available to be issued upon the exercise of Options subsequently granted under the Plan, provided that any
such termination or cancellation of Options shall be conducted in accordance with the applicable rules of any stock exchange upon
which the Shares of the Company are listed.


 




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		6.	ANTI-DILUTION AND CHANGE OF CONTROL PROVISIONS



 


6.1                        Notwithstanding any other provision
of the Plan, in the event of any change in the Shares by reason of any stock dividend, split, recapitalization, reclassification,
amalgamation, arrangement, merger, consolidation, combination or exchange of Shares or distribution of rights to holders of Shares
or any other form of corporate reorganization whatsoever, an equitable adjustment shall be made to any Options then outstanding
and in the Option Price in respect of such Options. Such adjustment shall be made by the Board and, subject to applicable law,
shall be conclusive and binding for all purposes of the Plan.


 


6.2                        The Company shall not be required
to issue fractional shares in satisfaction of its obligations hereunder. Any fractional interest in a Share that would, except
for the provisions of this Section 6.2, be deliverable upon the exercise of any Option shall be cancelled and not be deliverable
by the Company.


 


6.3                        In the event of a Corporate Transaction,
each Option will terminate immediately prior to the specified effective date of the Corporate Transaction, unless the Option is
assumed by the successor corporation or parent thereof in connection with the Corporate Transaction. Upon Board approval
of a Corporate Transaction, the Company many give notice to each Participant which will require the Participant to deal with his
Shares acquired through the exercise of his Options in the manner directed by the Company in the notice to ensure the Participant’s
participation in the Corporate Transaction. The Board or the Committee, as the case may be, may, in its sole discretion and subject
to such conditions as the Board or Committee considers appropriate, at any time after the grant of an Option, determine
the acceleration, if any, of the vesting provisions for any option in the event of a Corporate Transaction.


 


		7.	LOANS OR GUARANTEES FOR LOANS TO PARTICIPANTS



 


7.1                        Subject to applicable law and under
the applicable rules of any stock exchange upon which the shares of the Company are listed, the Company may, at any time, in its
sole discretion, arrange for the Company to make loans or provide guarantees for loans by financial institutions to assist Participants
to purchase Shares upon the exercise of the Options so granted and to pay any tax exigible upon exercise of the Options. Such loans
shall bear interest at such rates, if any, and be on such other terms as may be determined by the Company, provided however, that
the repayment of such loans shall in each case be secured by the Shares purchased with the proceeds of such loans and shall not
exceed the term of the Option and the Company shall, in its sole discretion, determine the procedures, documents and other steps
necessary or desirable to secure the repayment of such loans with such Shares, including with respect to U.S. Optionees, such terms
as are necessary to comply with applicable U.S. tax laws.


 


		8.	ACCOUNTS AND STATEMENTS



 


8.1                        The Company shall maintain records
of the details of each Option granted to each Participant under the Plan, including the Date of Grant, Designated Number, the Option
Price of each Option, the Vesting Date or Dates, the Latest Exercise Date or Dates, the number of Shares in respect of which the
Option has been exercised and the maximum number of Shares which the Participant may still purchase under the Option. Upon request
therefor from a Participant and at such other times as the Company shall determine, the Company shall furnish the Participant with
a statement setting forth the details of his Options. Such statement shall be deemed to have been accepted by the Participant as
correct unless written notice to the contrary is provided to the Company within thirty (30) days after such statement is given
to the Participant.


 


		9.	OPTIONS GRANTED TO US RESIDENTS OR CITIZENS



 


9.1                        Any Option granted under this Plan
to a Participant who is a citizen or resident of the United States (including its territories, possessions and all areas subject
to the jurisdiction) (a “U.S. Optionee”) will be a non-qualified stock option. A non-qualified stock option is an Option
that does not qualify as an “incentive stock option” within the meaning of Section 422 of the United States Internal
Revenue Code of 1986, as amended, (the “U.S. Code”). Options granted to U.S. Optionees are intended to be exempt
from Section 409A of the U.S. Code. Accordingly, the following will apply to such Options:


 




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		(c)	Options may only be granted to U.S. Optionees who are directors, bona fide full-time employees or consultants of DHX Media
Ltd. or any subsidiary in which DHX Media Ltd. owns equity (directly or indirectly) representing at least fifty percent (50%) of
the vote or value;



 


		(d)	Shares must be common shares constituting “service recipient stock” as set forth in U.S. Treasury Regulation Section
1.409A-1(b)(5)(iii) and may not (a) have any preference as to distributions other than distributions of service recipient stock
and distributions upon liquidation of DHX Media Ltd. or (b) be subject to a mandatory repurchase obligation (other than a right
of first refusal), or a put or call right that is not a lapse restriction as defined in U.S. Treasury Regulation Section 1.83-3(i),
if the Share price under such right or obligation is based on a measure other than the fair market value (disregarding lapse restrictions
as defined in U.S. Treasury Regulation Section 1.83-3(i)) of the Share;



 


		(e)	The exercise price per Share may never be less than the fair market value of the underlying Share (determined in accordance
with Section 409A of the U.S. Code) as of the Date of Grant and the number of shares subject to the Option must be fixed on the
Date of Grant;



 


		(f)	The Option may not include any feature for the deferral of income recognition beyond the later of the (a) the exercise or earlier
disposition of the option or (b) the substantial vesting of the Shares underlying the Option (determined in accordance with U.S.
Treasury Reg. Section 1.83-3(b)) acquired pursuant to the exercise of the Option;



 


		(g)	The Option may not be modified, and the Latest Exercise Date/Expiry Time may not be extended (including as a result of any
Blackout Period), unless such modification or extension would not cause the Option to violate Section 409A of the U.S. Code; and



 


		(h)	Any adjustment to the Options or the Shares including, without limitation, pursuant to Section 6.1 of the Plan, shall be consistent
with the provisions of Section 409A of the U.S. Code so as not to cause the Option to violate Section 409A of the U.S. Code.



 


Notwithstanding the foregoing, neither
the Company, the Board, the Committee, nor any officer, director, employee, agent or representative of the foregoing shall be liable
to any Participant or his or her estate, heirs or beneficiaries for any taxes relating in any way to the Options, including, without
limitation, as a result of the application of Section 409A of the U.S. Code to such Options.


 


		10.	NOTICES



 


10.1                      Any payment, notice, statement,
certificate or other instrument required or permitted to be given to a Participant or any person claiming or deriving any rights
through him or her shall be given by:


 


		(a)	delivering it personally to the Participant or to the person claiming or deriving rights through
him or her, as the case may be; or



 


		(b)	mailing it postage paid (provided that the postal service is then in operation) or delivering it
to the address which is maintained for the Participant in the Company’s records.



 


10.2                      Any payment, notice, statement,
certificate or instrument required or permitted to be given to the Company shall be given by mailing it postage prepaid (provided
that the postal service is then in operation) or delivering it to the Company at the following address:


 




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DHX Media Ltd.


1478 Queen St.


Halifax, Nova Scotia B3J 2H7


Canada


 


Attention: Chief Financial
Officer


 


10.3                      Any payment, notice, statement,
certificate or other instrument referred to in Sections 8.1 or 10.2 hereof, if delivered, shall be deemed to have been given or
delivered on the date on which it was delivered or, if mailed (provided that the postal service is then in operation), shall be
deemed to have been given or delivered on the second Business Day following the date on which it was mailed.


 


		11.	GENERAL



 


11.1                      The Board reserves
the right at any time and from time to time, subject to any regulatory or stock exchange approval that may be required, to amend
the Plan in whole or in part, without prior notice to or approval by the shareholders.  Examples of circumstances where the
Board of Directors may make amendments without shareholder approval include, without limitation, amendments that would:


 


		(i)	make housekeeping or clerical changes;



 


		(j)	clarify any provision in the plan;



 


		(k)	amend the Plan or Options under the Plan, including with respect to the option period (provided
that the period during which an Option is exercisable does not exceed 7 years from the date the Option is granted and that such
Option is not held by an Insider), vesting period, exercise method and frequency, subscription price (provided that such Option
is not held by an Insider) and method of determining the subscription price, assignability and effect of death, disability, termination
of a participant’s employment or cessation of the participant’s directorship;



 


		(l)	ensure compliance with applicable laws, regulations or policies of any governmental authority or
relevant stock exchange;



 


		(m)	change the class of Participants eligible to participate in the plan;



 


		(n)	advancing the date on which any Option may be exercised or extending the expiration date of any
option, provided that the period during which an option is exercisable does not exceed 7 years from the date the option is granted;



 


Notwithstanding anything contained herein
to the contrary, no amendment to the Plan requiring the approval of the shareholders of the Company under any applicable securities
laws or requirements (including without limitation the TSX rules and policies) shall become effective until such approval is obtained.
In addition to the foregoing, the approval of the holders of a majority of the Shares present and voting in person or by proxy
at a meeting of shareholders shall be required for:


 


		(o)	any amendment to the provisions of this Section 11.1;



 


		(p)	any increase in the maximum number of Shares issuable under the Plan;



 


		(q)	any change in the exercise price and term of Options held by insiders.



 


11.2                      Notwithstanding section 11.1, the
Company is prohibited from repricing any Option granted under the Plan.


 




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11.3                      The Company shall have the power
to make such rules and regulations for the administration of this Plan, and to interpret the provisions hereof and of such rules
and regulations, as it shall in its sole discretion determine to be appropriate.


 


11.4                      The determination by the Company
of any question which may arise as to the interpretation or implementation of the Plan or any of the Options granted hereunder
shall be final and binding on all Participants and other persons claiming or deriving rights through any of them.


 


11.5                      The Board or Committee may from
time to time delegate all or any of its powers under the Plan to one or more directors or officers of the Company who shall thereupon
exercise such of the powers herein given to the Board or the Committee as may be delegated by it in accordance with any express
directions of the Board or Committee from time to time.


 


11.6                      The Plan shall enure to the benefit
of and be binding upon the Company, its successors and assigns. The interest of any Participant under the Plan or in any Option
shall not be transferable or alienable by him or her either by pledge, assignment or in any other manner whatsoever and, during
his lifetime, shall be vested only in him or her, but shall thereafter enure to the benefit of and be binding upon the legal personal
representatives of the Participant in accordance with the terms hereof.


 


11.7                      The Company’s obligation
to issue Shares in accordance with the terms of this Plan and any Options granted hereunder is subject to compliance with the laws,
rules and regulations of all public agencies and authorities applicable to the issuance and distribution of such Shares and to
the listing of such Shares on any stock exchange on which any of the Shares of the Company may be listed. As a condition of participating
in the Plan, each Participant agrees to comply with all such laws, rules and regulations and agrees to furnish to the Company all
information and undertakings as may be required to permit compliance with such laws, rules and regulations.


 


11.8                      No Participant shall have any rights
as a shareholder in respect of Shares subject to an Option until such Shares have been paid for in full and issued.


 


11.9                      No Participant or other person
shall have any claim or right to be granted Options under the Plan. Neither the Plan nor any action taken thereunder shall interfere
with the right of the employer of a Participant to terminate that Participant’s employment at any time. Neither any period
of notice nor any payment in lieu thereof upon termination of employment shall be considered as extending the period of employment
for the purposes of the Plan.


 


11.10                    The Board shall be entitled to
make such rules, regulations and determinations as it deems appropriate under the Plan in respect of any leave of absence or disability
of any Participant. Without limiting the generality of the foregoing, the Board shall be entitled to determine (i) whether or not
any such leave of absence shall constitute a termination of employment within the meaning of the Plan, and (ii) the impact, if
any, of any such leave of absence on awards under the Plan theretofore made to any Participant who takes such leave of absence
(including, without limitation, whether or not such leave of absence shall cause any Options to expire and the impact upon the
time or times such Options shall become exercisable).


 


11.11                    This Plan and any Options granted
hereunder shall be governed by and construed in accordance with the laws of the Province of Nova Scotia and the federal laws of
Canada applicable therein, except to the extent U.S. tax law applies for a U.S. Optionee.


 


11.12                    This Plan is hereby instituted
and in effect as of the Effective Date.


 


***


 




    10 


     


    

 


EXHIBIT “A”


 


Direction to the CRTC (Ineligibility
of Non-Canadians)


SOR/97-192


BROADCASTING ACT


 


Whereas, pursuant
to subsection 26(4) of the Broadcasting Act, the Minister of Canadian Heritage has consulted with the Canadian
Radio-television and Telecommunications Commission with regard to the annexed Direction to the CRTC (Ineligibility of
Non-Canadians);


 


Therefore, His Excellency
the Governor General in Council, on the recommendation of the Minister of Canadian Heritage, pursuant to subsection 26(1) of the Broadcasting
Act, hereby issues the annexed Direction to the CRTC (Ineligibility of Non-Canadians).


 


INTERPRETATION


 


		1.	The definitions in this section apply in this Direction.



 


“acquiring corporation” means
a corporation referred to in paragraph 17(2)(a) of the Canadian Telecommunications Common Carrier Ownership and Control
Regulations as they read on October 25, 1994, registered as SOR/94-667. (acquéreur)


 


“affiliate corporation” means,
in relation to a qualified successor,


(a) a Canadian carrier
referred to in subsection 16(2) of the Telecommunications Act or any of its subsidiary corporations;


(b) an acquiring
corporation or any of its subsidiary corporations; or


(c) a corporation
that controls the corporations referred to in paragraphs (a) and (b), or any of its subsidiary corporations. (société
affiliée)


 


“Canadian” means


(a) a citizen within
the meaning of subsection 2(1) of the Citizenship Act who is ordinarily resident in Canada;


(b) a permanent resident
within the meaning of subsection 2(1) of the Immigration Act who is ordinarily resident in Canada and has been
ordinarily resident in Canada for not more than one year after the date on which that person first became eligible to apply for
Canadian citizenship;


(c) a Canadian government,
whether federal, provincial or local, or an agency thereof, subject to the Direction to the CRTC (Ineligibility to Hold
Broadcasting Licences);


(d) a corporation
without share capital where a majority of its directors are appointed or designated, either by their personal names or by their
names of office, by one or more of the following, namely,


(i) a federal or provincial
statute or any regulation made thereunder,


(ii) the Governor in Council
or the lieutenant governor in council of a province, and


(iii) a minister of the
Crown in right of Canada or a province;


(e) a qualified corporation;


(f) a qualified mutual
insurance company;


(g) a qualified pension
fund society;


(h) a qualified cooperative;
or


(i) a qualified successor


(i) for the purpose of
holding a broadcasting distribution undertaking licence, or


(ii) for the purpose of
beneficially owning, directly or indirectly, 50 per cent or less of all the issued and outstanding voting shares, and 50 per cent
or less of the votes, of a qualified corporation that holds a broadcasting licence for a distribution undertaking only. (Canadien)


 


“control” means
control in any manner that results in control in fact, whether directly through the ownership of securities or indirectly through
a trust, an agreement or arrangement, the ownership of a corporation or otherwise. (contrôle)


 


“director” means
a person who is a member of the board of directors of a corporation or, where the corporation has no directors, a person performing
functions that are similar to the functions performed by directors. (administrateur)


 


“independent member” means
a person who is not an officer or employee of, or a contractor who provides goods or services to, a qualified successor or any
of its affiliate corporations, who is not a director of any affiliate corporations of the qualified successor, and in respect of
whom there are no considerations that could reasonably be anticipated to interfere with the person’s ability to act in the
best interests of the qualified successor. (membre indépendant)


 


“non-Canadian” means
a person or entity that is not a Canadian. (non-Canadien)


 


“qualified cooperative” means
a cooperative, not less than 80 per cent of the members of which are Canadians, that is established under an Act of Parliament
or under any provincial legislation that relates to the establishment of cooperatives. (coopérative qualifiée)


 


“qualified corporation” means
a corporation incorporated or continued under the laws of Canada or a province, where


(a) the chief executive
officer or, where the corporation has no chief executive officer, the person performing functions that are similar to the functions
performed by a chief executive officer, and not less than 80 per cent of the directors are Canadians;


(b) in the case of
a corporation having share capital, Canadians beneficially own and control, directly or indirectly, in the aggregate and otherwise
than by way of security only, not less than 80 per cent of all the issued and outstanding voting shares of the corporation and
not less than 80 per cent of the votes; and


(c) in the case of
a corporation that is a subsidiary corporation,


(i) the parent corporation
is incorporated or continued under the laws of Canada or a province,


(ii) Canadians beneficially
own and control, directly or indirectly, in the aggregate and otherwise than by way of security only, not less than 66 2/3 per
cent of all of the issued and outstanding voting shares of the parent corporation and not less than 66 2/3 per cent of the votes,
and


(iii) the parent corporation
or its directors do not exercise control or influence over any programming decisions of the subsidiary corporation where


(A) Canadians beneficially
own and control, directly or indirectly, in the aggregate and otherwise than by way of security only, less than 80 per cent of
the issued and outstanding voting shares of the parent corporation and less than 80 per cent of the votes,


(B) the chief executive
officer of the parent corporation or, where the parent corporation has no chief executive officer, the person performing functions
that are similar to the functions performed by a chief executive officer is a non-Canadian, or


(C) less than 80 per cent
of the directors of the parent corporation are Canadian. (personne morale qualifiée)


 


“qualified mutual insurance
company” means a mutual insurance company, the head office and principal place of business of which are in Canada and
not less than 80 per cent of the board of directors and of each committee of the directors of which are Canadians. (société
mutuelle d’assurance qualifiée)


 


“qualified pension fund
society” means a pension fund society, not less than 80 per cent of the board of directors of which and of each committee
of the directors of which are Canadians, and that is established under An Act to incorporate the Guarantee and Pension
Fund Society of the Dominion Bank, S.C. 1887, c. 55, An Act to incorporate the Pension Fund Society of the Bank of
Montreal, S.C. 1885, c. 13, the Pension Fund Societies Act, R.S., 1985, c. P-8, or under any provincial
legislation that relates to the establishment of pension fund societies. (société de caisse de retraite qualifiée)


 


“qualified successor” means
a corporation referred to in paragraph 17(2)(b) or (c) of the Canadian Telecommunications Common Carrier
Ownership and Control Regulations as they read on October 25, 1994, registered as SOR/94-667, incorporated or continued
under the laws of Canada or a province and directly controlled by a Canadian carrier referred to in subsection 16(2) of the Telecommunications
Act, or by its acquiring corporation, where


(a) the control
of the Canadian carrier and its acquiring corporation has remained unchanged since the date of the coming into force of this Direction;


(b) the chief executive
officer of the corporation or, where the corporation has no chief executive officer, the person performing functions that are similar
to the functions performed by a chief executive officer, and all its directors are Canadians;


(c) all the voting
shares of the corporation that are not beneficially owned and controlled by the Canadian carrier or its acquiring corporation are
beneficially owned and controlled by Canadians;


(d) in the case
of a corporation referred to in subparagraph (i)(ii) of the definition ”Canadian”, all the voting shares
of the qualified corporation that are not beneficially owned by the corporation are beneficially owned and controlled by Canadians;


(e) the corporation
operates only in the operating territory of the Canadian carrier;


(f) the corporation
does not beneficially own, directly or indirectly, voting shares of a corporation that holds a broadcasting distribution undertaking
licence and that operates outside of the operating territory of the Canadian carrier;


(g) the directors
of the corporation and its officers have complete and exclusive control over all programming decisions and


(i) at least 33 1/3 per
cent of the directors are independent members, and


(ii) a quorum at any meeting
of the directors or of any committee of the directors must include at least one independent member; and


(h) no parent corporation
or affiliate corporation of the corporation exercises any control or influence over any programming decisions of the corporation.
(ayant droit qualifié)


 




    1 


     


    

 


“subsidiary corporation” means
a corporation that is controlled by another corporation. (filiale)


 


“voting share” means
a share of any class of shares of a corporation carrying voting rights under all circumstances or by reason of any event that has
occurred and is continuing or by reason of a condition that has been fulfilled, and includes


(a) a security
that is convertible into such a share at the time a calculation of the percentage of shares owned and controlled by Canadians is
made; and


(b) an option or
a right to acquire such a share, or the security referred to in paragraph (a), that is exercisable at the time the calculation
referred to in that paragraph is made. (action avec droit de vote)


 


DIRECTION


 


		2.	The Canadian Radio-television and Telecommunications Commission is hereby directed that no broadcasting
licence may be issued, and no amendments or renewals thereof may be granted, to an applicant that is a non-Canadian.



 


		3.	Where the Canadian Radio-television and Telecommunications Commission determines that an applicant
is controlled by a non-Canadian, whether on the basis of personal, financial, contractual or business relations or any other considerations
relevant to determining control, other than the beneficial ownership and control of the voting shares of a qualified successor
by a Canadian carrier or its acquiring corporation, the applicant is deemed to be a non-Canadian.



 


REPEAL


 


		4.	The Direction to the CRTC (Ineligibility of Non-Canadians)is repealed.



 


COMING INTO FORCE


 


		5.	This Direction comes into force on April 8, 1997.



 




    2 


     


    

 


SCHEDULE “A”


 


[LETTERHEAD OF DHX MEDIA LTD.]


 


TO:[Name of Eligible Person]


 


You have been designated
as an Eligible Person under the Stock Option Plan of DHX Media Ltd. (the “Plan”), and assuming that you become a Participant
in the Plan by signing this letter, the details of the non-assignable Option which has been granted to you under the Plan are as
follows:


 


	(a)	Date of Grant:	 
	 	 	 
	(b)	Designated Number (maximum	 
	 	number of shares which you	 
	 	may purchase under this Option):	 
	 	 	 
	(c)	Option Price (price per share):	 
	 	 	 
	(d)	Earliest Exercise Date:	 
	 	 	 
	(e)	Latest Exercise Date:	 
	 	 	 
	(f)	Vesting Date and Designated Percentage (% of Designated Number you may purchase each year after the applicable Vesting Date):


 


	Vesting Date	Designated Percentage


 


If you are a “Canadian”
within the meaning of such term under the Plan, the Option referred to in this letter will be exercisable for Common Voting Shares.
If you are not a “Canadian” within the meaning of such term under the Plan, the Option referred to in this letter will
be exercisable for Variable Voting Shares. If you agree to participate in the Plan and comply with its terms and conditions, please
sign one copy of this letter and return it to _____________ by .


 


	 	DHX MEDIA LTD.	 
	 	 	 	 
	 	By: 	 	 


 


I have read the DHX Media
Ltd. Stock Option Plan and agree to comply with, and agree that my participation is subject in all respects to, its terms and conditions.
I ____ am / ____ am not a “Canadian” within the meaning of such term under the Plan [check applicable response]:


 


	 	 	 
	 	(Signature)        	 
	 	 	 
	 	 	 
	 	(Date)         	 


 




    2 


     


    

 


SCHEDULE “B”


 


DHX MEDIA LTD.


 


STOCK OPTION PLAN


 


NOTICE OF INTENT TO EXERCISE OPTION






I, ________________,
hereby exercise my option to purchase _________ [Common Voting Shares] [Variable Voting Shares] of DHX Media Ltd. (the “Company”)
at a purchase price of $_____________ per [Common Voting Share] [Variable Voting Share].


 


This Notice
is delivered in respect of the option to purchase __________ [Common Voting Shares] [Variable Voting Shares]of the Company which
was granted to me on the _____day of __________, 20__ .


 


In connection
with the foregoing, I enclose a certified cheque or other means of cash payment payable to the Company in the amount of $______________
in full payment for the [Common Voting Shares] [Variable Voting Shares]to be received by me upon receipt by the Company of this
Notice and such payment. I confirm that I ____ am / ____ am not a “Canadian” within the meaning of such term under
the Plan [check applicable response].


 


	 	 	 
	Date	 	Signature