Exhibit 10.29


 


JUMPTV INC.


 


2006 STOCK APPRECIATION RIGHTS PLAN


 


April 26, 2006, as
amended November 13, 2007, March 26, 2008 

and May 13, 2009


 


1.             Purpose


 


The purpose of this Stock Appreciation Rights Plan (the “Plan”) of JumpTV Inc. and any successor thereof (the “Corporation”) is to provide a means whereby the Corporation
may, through the grant of rights (each, a “Right”) to
senior officers and directors of the Corporation (and of any affiliate or
subsidiary of the Corporation) to receive cash compensation based on the
appreciation of the common shares of the Corporation (“Common
Shares”) or to purchase or receive Common Shares in order to
motivate senior officers and directors to exert their best efforts on behalf of
the Corporation (and any affiliate or subsidiary) and to closely align the
personal interests of such senior officers and directors with those of the
shareholders.  Rights to receive cash
compensation or to purchase or receive Common Shares may be granted by the
Corporation from time to time to senior officers and directors of the
Corporation, or of any affiliate or subsidiary of the Corporation, or to
personal holding corporations, the shares of which are held directly or
indirectly by such Rightsholders, and/or their spouses, and/or minor children
or grandchildren, or to registered retirement savings plans established by and
for the sole benefit of such Rightsholders (such persons, corporations and
plans shall be considered to be the class of eligible Rightsholders hereunder).


 


2.             Number of Shares
Available Under Plan


 


Common Shares to be issued upon exercise of Rights granted under the
Plan shall be reserved on the date of the grant of such Rights for issuance
upon exercise of such Rights.


 


(a)   Maximum Number.  Subject to adjustment as provided in
Subparagraph 4(i) below, the aggregate number of Common Shares which may
be reserved for issuance under the Plan shall not exceed the greater of (x) 4,150,000
and (y) 5% of the issued and outstanding Common Shares.  The Common Shares reserved for issuance upon
the exercise of Rights that (i) expire unexercised; (ii) are
exercised by the Rightsholder for the “In The Money Value of the Right” (as
hereinafter defined) in cash pursuant to a Cash Settlement Request (as
hereinafter defined); (iii) are exercised for Common Shares issued from
Treasury or purchased by the Corporation in the secondary market pursuant to a
Securities Settlement Request (as defined below); or (iv) are exercised
for Common Shares issued from Treasury pursuant to a Treasury Shares Alternative
Settlement Request (as hereinafter defined) pursuant to subparagraphs 4(c), (d) or
(e) below (or any combination thereof), shall be available for subsequent
grants of Rights under the Plan.


 


(b)   Termination, Expiry, etc.  If any Rights
granted under the Plan shall terminate, expire or, with the consent of the
Rightsholder and any applicable regulatory authority, be cancelled such number
of new Rights may thereafter be granted, subject to applicable regulatory
requirements.


 

















 


3.             Administration


 


(a)   Supervision by Board.  The Plan shall be administered
under the supervision of the board of directors of the Corporation or the
compensation committee of the board of directors (both of which are referred to
hereinafter as the “Board”).


 


(b)   Powers of Board.  Subject to the provisions of the
Plan, the Board shall have the power to:


 


(i)            determine and designate from time to time those persons to
whom Rights under this Plan are to be granted and the number of Common Shares
to be subject to such Rights; and


 


(ii)           determine the time or times when, and the manner in which, each Right shall
be exercisable and the duration of the exercise period.


 


(c)   Other Rights and Purchase Plans.  A senior officer or
director who has been granted a Right may, if the person is otherwise eligible,
be granted an additional Right or Rights under this Plan or any other option or
purchase plans of the Corporation if the Board shall so determine.


 


(d)   Interpretation: Rules and Regulations.  The Board may
interpret the Plan, prescribe, amend and rescind any rules and regulations
necessary or appropriate for the administration of the Plan, and make such
other determinations and take such other actions as it deems necessary or
advisable.  Without limiting the
generality of the foregoing, the Board may, in its discretion, treat all or any
portion of any period during which a Rightsholder is on an approved leave of
absence from the Corporation, or an affiliate or subsidiary of the Corporation,
as a period of employment of such Rightsholder by the Corporation, or such
affiliate or subsidiary, as the case may be, for the purpose of accrual of the
Rightsholder’s Rights under the Plan. 
Any interpretation, determination or other action made or taken by the
Board shall be final, binding and conclusive.


 


(e)   Discretionary Awards to Non-Employee
Directors.    The Compensation Committee of the Board,
being an independent committee of the Board,
shall administer any discretionary awards to non-employee directors.


 


4.             Terms
and Conditions


 


Rights granted under the Plan shall be evidenced by a
Rights agreement, in a form approved by the Board, which shall be subject to
the following express terms and conditions and to such other terms and
conditions as the Board may deem appropriate:


 


(a)   Rights Period.  Each Rights agreement shall
specify the period for which the Rights thereunder are exercisable (which in no
event shall exceed 5 years from the date of grant) and shall provide that the
Rights shall expire at the end of such period.


 


(b)   Exercise Price.  The exercise price (the “Exercise Price”) of each Right shall be determined by the
Board at the time such Rights are granted but in no event shall such price be
lower than the Market Price (as hereinafter defined) at the time of the grant.


 


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“Market Price” means the volume weighted
average trading price of the Common Shares of the Corporation on the Toronto
Stock Exchange (the “TSX”), or another stock exchange where the majority of the
trading volume and value of the Common Shares occurs, calculated by dividing
the total value by the total volume of Common Shares traded for the five (5) trading
days immediately preceding the date of the Rights grant.  In certain exceptional circumstances and
where appropriate, the TSX or another exchange may exclude certain trades from
this calculation and adjust the market price accordingly.  If the securities are suspended from trading
or have not traded on the TSX or another exchange for an extended period of
time, the market price will be the fair market value of the listed securities
as determined by the Board.  In all
instances, the Market Price shall be determined in accordance with Section 409A
of the  United States Internal Revenue Code of 1986,
as amended (the “Code”).


 


(c)   Cash Settlement.  Rightsholders shall be entitled to elect a
cash settlement (“Cash Settlement”)
of the Rights.  A Cash Settlement shall
provide the Rightsholder (or in the event of the death of the Rightsholder, the
Rightsholder’s executors or personal representatives) with the right to
receive, upon the exercise of the Rights (in accordance with the terms of the
Rights), the “In the Money Value of the Right” in cash (a “Cash Payment
Request”).  The Board has
discretionary authority to accept or reject a Cash Payment Request in whole or
in part. If a Cash Payment Request is accepted, the Corporation shall pay the
amount representing the “In the Money Value of the Right” accepted by the Board
within 20 days of receipt of notice of such Cash Payment Request. If a Cash
Payment Request is rejected by the Board in whole or in part, the Rightsholder
shall elect either a Securities Settlement or a Treasury Share Settlement
Alternative in respect of that portion of the Cash Payment Request which was rejected
by the Board.


 


“In the Money
Value of the Right” shall mean the amount by which the weighted
average trading price per Common Share on the TSX, or such other exchange upon
which the Common Shares are then trading, for the “Pricing Date” exceeds the Exercise
Price multiplied by the number of Common Shares for which the Rights are
exercised. The “Pricing Date” shall be the date of exercise (or if the Common
Shares do not trade on the TSX on the exercise date, the next date on which the
Common Shares trade) provided that notice of the exercise of the Rights is
received by the Secretary of the Corporation on or before 9:30 a.m. local
time on the exercise date.  If notice of
exercise is received by the Secretary of the Corporation after 9:30 a.m.
on the exercise date, the Pricing Date shall be the next date upon which the
Common Shares trade on the TSX.


 


(d)   Securities Settlement. In lieu of
receiving a Cash Settlement, Rightsholders shall be entitled to elect to
receive the In the Money Value of the Right in Common Shares (the “Securities Settlement”) by requesting that the Corporation
issue from treasury the number of Common Shares represented by dividing the In
the Money Value of the Right by the Market Price) (a “Securities
Settlement Request”), which Common Shares will be issued from
treasury to the Rightsholder (or, if
deceased, his legal representative) as fully paid and non-assessable
shares in the capital of the Corporation. Notwithstanding the foregoing, if a
Rightsholder requests a Securities Settlement the Corporation, at its
discretion, is entitled to fulfill all or any part of such Securities
Settlement Request by purchasing some or all of the Common Shares the
Rightsholder (or, if deceased, his
legal representative) is entitled to receive in the secondary market for
the account of the Rightsholder. Any such Common Shares purchased in the
secondary market to fulfill all or any part of a Securities Settlement Request
shall be transferred to, and registered in the name of, the Rightsholder (or, if deceased, his legal representative)
or as the Rightsholder directs.  


 


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Upon receipt of a
Securities Settlement Request, the Corporation shall issue or purchase, as the
case may be, the Common Shares which the Rightsholders is entitled to receive
within 10 days of receipt of notice of such Securities Settlement Request.


 


(e)   Treasury Share Settlement Alternative. At the sole option of the
Rightsholder, in lieu of receiving a Cash Settlement or a Securities Settlement
or any combination of the foregoing, the Rightsholder may elect to pay to the
Corporation the Exercise Price and receive that number of Common Shares from
the treasury of the Corporation (the “Treasury
Share Settlement Alternative”). Upon receipt of a request by a
Rightsholder for a Treasury Share Settlement Alternative (a “Treasury Share Settlement Alternative Request”)  in accordance with the provisions of this
plan and the Rights agreement, all such Common Shares shall be issued as
non-assessable and fully paid shares in the capital of the Corporation. Upon
receipt of a Treasury Share Settlement Alternative Request, the Corporation
shall issue the Common Shares which the Rightsholders is entitled to receive
within 10 days of receipt of notice of such Treasury Share Settlement
Alternative Request.


 


For greater certainty, a Rightsholder may elect to receive, upon exercise
of Rights, the value of such exercise partially in cash (pursuant to a Cash
Settlement Request) and partially in Common Shares (pursuant to a Securities
Settlement Request and/or a Treasury Share Settlement Alternative Request).


 


With regard to any Rights granted to a “covered individual”, as defined
in Section 162(m)(3) of the Code, the award shall be made by a
committee of the Board that constitutes a “compensation committee” within the
meaning of Section 162(m).


 


(f)    Exercise of Right.  The Board may specify in any
Rights agreement or resolution authorizing Rights: (i) that no part or
parts of any Right may be exercised until the Rightsholder shall have been a
senior officer or director of the Corporation or an affiliate or subsidiary of
the Corporation for such period after the date on which the Rights are granted
as the Board may specify in the Rights agreement or resolution; or (ii) that
any Rights shall not be exercisable until such vesting period or periods as may
be specified by the Board shall have elapsed.


 


(g)   Payment of Purchase Price Upon Exercise.  The  Exercise Price for Common Shares issued upon a Treasury
Share Settlement Alternative Request shall be fully paid in cash or by cheque
to the Corporation at the time of such exercise.


 


(h)   Exercise in the Event of Death or
Termination of Employment, etc.


 


(i)            If a Rightsholder shall die (or if the Rightsholder is a
personal holding company controlled by, or a registered retirement savings plan
established by, a senior officer or director, then if such person shall die) (A) while
a senior officer or director of the Corporation, or of an affiliate or
subsidiary of the Corporation, or (B) within 30 days after termination of
the Rightsholder’s office or directorship with the Corporation, or an affiliate
or subsidiary of the Corporation, in accordance with clause (ii) or (iii) below,
the Rightsholder’s Rights shall expire upon the earlier of 12 months from the
date of death and the expiration date specified in accordance with Subparagraph
4(a) above.  In 


 


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the case of Rightsholders who are natural persons,
such right of exercise may be exercised, to the extent that the Rightsholder
shall have been entitled to do so at the date of death, by the person or
persons to whom the Rightsholder’s Rights under the Rights pass by will or
applicable law, or if no such person has such right, by the Rightsholder’s
executors or administrators.


 


(ii)           If a Rightsholder’s (or, if the Rightsholder is a personal holding company
controlled by, or a registered retirement savings plan established by, a senior
officer or director, then if such person’s) office or directorship with the
Corporation, or an affiliate or subsidiary of the Corporation, shall terminate
because of the Rightsholder’s permanent disability, the Rightsholder may
exercise the Rightsholder’s Rights, to the extent the Rightsholder may be entitled
to at the date of the termination of the Rightsholder’s office with the
Corporation, at any time, or from time to time, within six months of the date
of the termination of the Rightsholder’s office, but in no event later than the
expiration date specified in accordance with Subparagraph 4(a) above;


 


(iii)          If any Rightsholder’s (or, if the Rightsholder is a personal holding
company controlled by, or a registered retirement savings plan established by,
a senior officer or director, then if such person’s) office or directorship
with the Corporation, or an affiliate or subsidiary of the Corporation, shall
terminate for any reason other than the Rightsholder’s death or permanent
disability, the Rightsholder may exercise the Rightsholder’s Rights, to the
extent that the Rightsholder may be entitled to do so at the date of the
termination of the Rightsholder’s office or directorship, at any time or from
time to time, within 90 days of the date of termination of the Rightsholder’s
office or directorship, but in no event later than the expiration date
specified in accordance with Subparagraph 4(a) above; provided that in the
case of termination of office for cause, the Rightsholder’s Rights to exercise
the Rightsholder’s Rights shall cease forthwith upon notice of such termination
being given;


 


(iv)          In the event of termination in (i), (ii) or (iii) above, the
Board shall have the discretion, in appropriate circumstances, to extend the
period for exercise of the Rightsholder’s Rights, but in no event later than
the expiration date specified in accordance with subparagraph 4(a) above.


 


(i)    Right to Exercise Rights in connection with a Proposed Transaction.


 


(i)            If there is a Take-over Bid or Issuer Bid (as those
terms are defined pursuant to applicable securities laws), other than a “Normal
Course” Issuer Bid, made for all or any of the issued and outstanding Common
Shares, then the Board may, in its sole discretion, by resolution, permit any
or all unvested Rights of any or all Rightsholders outstanding under the Plan to
become immediately exercisable (subject to any limitations the Board may
impose) in order to permit Common Shares issuable pursuant to a Securities
Settlement or Treasury Shares Settlement Alternative election to be tendered to
such bid.


 


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(ii)           There shall be no automatic vesting of unvested
Rights held by a Rightsholder in connection with a Change of Control (as
defined below) unless otherwise agreed in an employment or consulting
agreement. For the purposes of this provision, a “Change of Control” will be
deemed to have occurred when:


 


(A)          a person (which includes a partnership or
corporation) acting alone or jointly or in concert with others, acquires
beneficial ownership of voting securities of the Corporation which, together
with voting securities of the Corporation already owned by such person or
persons, constitutes in the aggregate 50% or more of the outstanding voting
securities of the Corporation (for greater certainty, an initial public offering
of the Corporation’s Common Shares will not constitute a Change of Control). A
person who is principally engaged in the business of managing investment funds
for unaffiliated securities investors and, as a part of such person’s duties
for fully managed accounts, holds or exercises voting power over voting
securities of the Corporation, will not, solely by reason thereof, be
considered to be a beneficial owner of such voting securities;


 


(B)           the Corporation agrees to amalgamate, consolidate or
merge with another body corporate;


 


(C)           any resolution is passed or any action or proceeding
is taken with respect to the liquidation, dissolution or winding up of the
Corporation; or


 


(D)          the Corporation
decides to sell, lease, or otherwise dispose of all, or substantially all, of
its assets.


 


All
unvested Rights held by a Rightsholder shall vest immediately in the event that
such Rightsholder’s office or directorship is terminated at any time prior to
the expiry date of such Rights by virtue of, or in connection with, a Change of
Control, except in the case of termination for cause of such Rightsholder’s
office (in which case such Rights shall not vest).


 


(j)    Acceleration
of Awards The Board or any committee
of the Board shall not be permitted to accelerate the vesting of any Rights
granted under the Plan except in the case of death, disability, retirement,
change of control or pursuant to the terms and conditions of any pre-existing
employment agreements (the “Permitted Grounds”).  If the Board or any committee of the Board
accelerates the vesting of any Rights for any reason other than the Permitted
Grounds, the number of Rights in respect of which vesting is to be accelerated
or waived for purposes other than the Permitted Grounds shall be limited to 10%
of the Rights authorized for grant under the Plan.


 


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(k)   Investment Representation, Listing and Regulation.


 


(i)            No Rights shall be granted under the Plan unless and until the Plan shall
have been approved by the TSX, if required, or any other stock exchange from
which approval is required. However, any Rights granted in accordance with this
Plan by the Board prior to the time when such stock exchange approval is
required shall be valid and binding in accordance with this Plan and the terms
of such grant.


 


(ii)           Each Right shall be subject to the requirement that, if at any time the
Board shall determine, in its discretion, that the registration, qualification
or other approval of or in connection with the Plan is necessary or desirable
under any provincial or federal law, then such Rights may not be exercised
(whether in respect of a Cash Settlement Request, Securities Settlement Request
or Treasury Share Settlement Alternative Request, as appropriate), in whole or
in part, unless and until such registration, qualification or approval shall
have been obtained free of any condition not acceptable to the Board.  The Rightsholder shall, to the extent
applicable, cooperate with the Corporation in relation thereto and shall have no
claim or cause of action against the Corporation or any of its officers,
directors or shareholders as the result of any failure by the Corporation to
take any steps to obtain any such registration, qualification or approval.


 


(iii)          The granting of Rights and any issuance of Common Shares under the Plan in
accordance with a Securities Settlement Request or a Treasury Shares Settlement
Alternative Request shall be carried out in compliance with applicable
securities laws, statutes, regulations of governmental authorities and
applicable stock exchanges. The Corporation is not
obligated by any provision of this Plan or any grant hereunder to permit the
exercise of any Right granted hereunder in violation of any applicable law.


 


(l)    Adjustments in Event of Change of Common Shares.  Subject to any
required approvals of applicable regulatory authorities and stock exchanges, in
the event of any change in the Common Shares by reason of any stock dividend,
recapitalization, merger, consolidation, split-up, combination or exchange of
shares, or rights offering to purchase Common Shares at a price substantially
below fair market value, or of any similar change affecting the Common Shares,
the number and kind of shares which thereafter may be subject to, and sold under,
the Plan and the number and kind of shares subject to the Plan in outstanding
Rights agreements and the Exercise Price thereof shall be appropriately
adjusted consistent with such change in such manner as the Board may deem
equitable to prevent substantial dilution or enlargement of the Rights granted
to, or available for, participants in the Plan.


 


(m)  Liquidation.  In the event the Board shall adopt
a plan of complete liquidation, all Rights shall become immediately exercisable
in full, notwithstanding that they may have been initially granted on an
instalment basis.


 


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(n)   No Rights as Shareholder.  No Rightsholder
shall have any Rights as a shareholder with respect to any Common Shares
subject to the Rightsholder’s Rights prior to the date of issuance to such
Rightsholder of a certificate or certificates for such shares in connection
with a Securities Settlement Request or a Treasury Shares Settlement
Alternative Request.


 


(o)   No Rights to Continued Employment.  The Plan and any
Rights granted under the Plan shall not confer upon any Rightsholder any right
with respect to continuance in such Rightsholder’s office or directorship with
the Corporation, or any affiliate or subsidiary of the Corporation, nor shall
they interfere in any way with the right of the Corporation, or any affiliate
or subsidiary of the Corporation, for which a Rightsholder holds an office to
terminate the Rightsholder’s position in such office at any time in accordance
with applicable law, or with the rights of the shareholders of the Corporation
to end the Rightsholder’s directorship with the Corporation.


 


(p)   Financial Assistance.  At the discretion of the Board and
subject to applicable law, the Corporation may provide financial assistance to
any Rightsholder to assist in the exercise of Rights granted hereunder, such
assistance to be in such form and on such terms as the Board may approve
including, without limiting the generality of the foregoing, by way of loan
which may be interest-bearing or non-interest-bearing, recourse or
non-recourse, and secured or unsecured.


 


5.             Amendment
and Discontinuance


 


(a)   The Board
may, at any time and from time to time, amend, suspend or terminate the Plan
without shareholder approval, provided that no such amendment, suspension or
termination may be made without obtaining any required approval of any
regulatory authority or stock exchange or the consent or deemed consent of a
Rightsholder where, in the case of a Rightsholder such amendment, suspension or
termination materially prejudices the rights of the Rightsholder.


 


(b)   Notwithstanding
the provisions of Section 5(a), the Board may not, without the approval of
the shareholders of the Corporation, make amendments to the Plan for any of the
following purposes:


 


(i)                    to increase the maximum number of Common Shares issuable under the Plan;


 


(ii)                   to reduce the Exercise Price of Rights for the benefit of an Insider;


 


(iii)                  to extend the period for which the Rights are exercisable in respect of
Rights for the benefit of an Insider (as defined in Section 6); and


 


(iv)                  to amend the provisions of this Section 5(b).


 


(c)   The Board
may, at any time and from time to time, without the approval of the
shareholders of the Corporation, amend any term of any outstanding Right,
provided that:


 


(i)                    any required approval of any regulatory authority or stock exchange is
obtained;


 


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(ii)                   if the amendments would reduce the Exercise Price or extend the period for
which the Rights are exercisable in respect of Rights granted to Insiders (as
defined in Section 6), approval of the shareholders of the Corporation
must be obtained;


 


(iii)                  the Board would have had the authority to initially grant the Rights under
the terms so amended; and


 


(iv)                  the consent or deemed consent of the Rightsholder is obtained if the
amendment would materially prejudice the rights of the Rightsholder.


 


6.             Restrictions
on Awards


 


The maximum number of Common
Shares that:


 


(a)   may be
reserved for issuance to Insiders pursuant to the Plan and any other previously
established or proposed Share Compensation Arrangement is 10% of the number of
Common Shares outstanding;


 


(b)   may be
issued to Insiders under the Plan and any other previously established or
proposed Share Compensation Arrangement within a one-year period is 10% of the
number of Common Shares outstanding; and


 


(c)   may be
issued to any one Insider under the Plan and any other previously established
or proposed Share Compensation Arrangement within a one-year period is 5% of
the number of Common Shares outstanding.


 


If a proposed Share Compensation
Arrangement, together with all of the Corporation’s other previously
established or proposed Share Compensation Arrangements, could result, at any
time, in the number of shares reserved for issuance pursuant to stock options
granted to Insiders exceeding 10% of the outstanding issue, the Share
Compensation Arrangement must be approved by a majority of the votes cast at
the shareholders’ meeting other than votes attaching to securities beneficially
owned by Insiders.


 


For the purposes of this Section 6,
holders of non-voting and subordinate voting shares must be entitled to vote
with the holders of any class of shares of the Corporation which otherwise
carry greater voting rights, on a basis proportionate to their respective
residual equity interests in the Corporation.


 


For the purposes of this Section 6,
the following terms shall have the following meanings:


 


(a)   “Insider” has the meaning given to that term in the Securities Act (Ontario) and also includes associates and
affiliates of the insider, but does not include directors or senior officers of
a subsidiary or affiliate of the Corporation unless such director or senior
officer:


 


(i)                    in the ordinary course receives or has access to information as material
facts or material changes concerning the Corporation before the material facts
or material changes are generally disclosed;


 


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(ii)                   is a director or senior officer of a “major subsidiary” of the Corporation
(where “major subsidiary” has the meaning given to that term in National
Instrument 55-101 — Insider Reporting
Exemptions); or


 


(iii)                  is an insider of the Corporation in a capacity other than as a director or
senior officer of the subsidiary or affiliate.


 


For the purpose of this
definition, the terms “affiliate”, “associate” and “subsidiary” have the
meanings given to them, respectively, in the Securities
Act (Ontario).


 


“Share
Compensation Agreement” means any stock option, stock plan, employee
stock purchase plan or any other compensation or incentive mechanism involving
the issuance or potential issuance of Common Shares, including a share purchase
from treasury which is financially assisted by the Corporation by way of a
loan, guarantee or otherwise.


 


7.             Proceeds
from Sales of Common Shares


 


The aggregate Exercise Price received from the sale
of Common Shares issued upon receipt by the Corporation of such Exercise Price
in connection with a Treasury Shares Settlement Alternative Request shall be
added to the general funds of the Corporation and shall thereafter be used from
time to time for such corporate purposes as the Board may determine.


 


8.             Withholding


 


If the Corporation in its
discretion determines that the satisfaction of taxes, including withholding
tax, or other withholding liabilities is necessary or desirable in respect of
the exercise of any Right, the exercise of the Right is not effective unless
such taxes have been paid or withholdings made to the satisfaction of the
Corporation. At its discretion, the Corporation may require a Rightsholder to
pay to the Corporation, in addition to the exercise price for the number of
Common Shares in respect of which the Right is exercised, any amount as the Corporation
is obliged to remit to the relevant taxing authority in respect of the exercise
of the Right. Any such additional payment is due no later than the date on
which any amount with respect to the Right exercised is required to be included
in the gross income of the Rightsholder for tax purposes. If the Corporation
does not withhold any amount from the exercise of the Right sufficient to
satisfy the withholding obligation of the Corporation, such Rightsholder agrees
it will make reimbursement on demand, in cash, for the amount withheld.


 


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