exv10w1



 






Exhibit 10.1




EMAK WORLDWIDE, INC.



RESALE RESTRICTION AGREEMENT


This RESALE RESTRICTION AGREEMENT (the “Agreement”) with respect to certain stock option
award agreements (the “Option Agreements”) issued under the EMAK Worldwide, Inc. [2000
Stock Option Plan] [Non-Employee Director Stock Option Plan](the “Plan”) is made by and
between EMAK Worldwide, Inc., a Delaware corporation (the “Company”), and 
 (the “Holder”).



WHEREAS, the Holder has been granted one or more options (the “Options”) to acquire shares
of common stock of the Company (the “Shares”) in such quantities and at the exercise prices
set forth in this Agreement pursuant to the Option Agreements;



WHEREAS, the Option is fully vested and exercisable by reason of an action of the Company’s Board
of Directors effective December 15, 2005; and



WHEREAS, the Company and the Holder wish to impose certain resale restrictions on the Shares
subject to the Options as provided herein on the terms and conditions contained herein.



NOW, THEREFORE, it is agreed as follows:





	1.	 	The Holder acknowledges that he or she has reviewed this Agreement in full.
	 
	2.	 	The Holder agrees not to sell, contract to sell, grant any option to purchase, transfer the
economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose
of any Shares (or any interest in any Shares) until the Shares have been released from the
foregoing resale restrictions (hereinafter referred to as the “Resale Restrictions”).
	 
	3.	 	The Holder agrees that the following Shares shall be subject to the Resale Restrictions:
	 
	4.	 	The Resale Restrictions shall lapse in accordance with the following schedule with respect to
each grant referenced in paragraph 3 above:
	 
	5.	 	Notwithstanding the foregoing, in the event the Holder’s employment or service with the
Company is terminated for any reason, 100% of the Shares subject to the Option shall become
free from the Resale Restrictions.
	 
	6.	 	This Agreement shall be effective as of December 15, 2005.




 









 






	7.	 	The Holder represents and warrants that he or she has full power to enter into this
Agreement.
	 
	8.	 	This Agreement, the Option Agreement and the Plan constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their entirety all prior
understandings and agreements of the Company and the Holder with respect to the subject matter
hereof, and may not be modified except by means of a writing signed by the Company and the
Holder. This Agreement is to be construed in accordance with and governed by the internal laws
of the State of Delaware without giving effect to any choice of law rule that would cause the
application of the laws of any jurisdiction other than the internal laws of the State of
Delaware to the rights and duties of the parties. Nothing in this Agreement (except as
expressly provided herein) is intended to confer any rights or remedies on any persons other
than the parties. Should any provision of this Agreement be determined to be illegal or
unenforceable, such provision shall be enforced to the fullest extent allowed by law and the
other provisions shall nevertheless remain effective and shall remain enforceable.
	 
	9.	 	This Agreement shall be binding upon the Company and the Holder as well as the successors and
assigns (if any) of the Company and the Holder.




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered on
the date set forth beside such party’s signature.




	 	 	 	 	 
	Dated: ______________, 2005	 	EMAK Worldwide, Inc.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Dated: ______________, 2005

	 	Holder