Exhibit
10.31


 


AMENDED
AND RESTATED DIRECTORS’ COMPENSATION PLAN


JUMPTV
INC., 

as amended May 13, 2009


 


ARTICLE 1

PURPOSE AND INTERPRETATION


 


1.1                               Plan


 


This compensation plan (the “Plan”) supersedes any and all prior plans relating to the
issuance of Common Shares to Directors by JumpTV in lieu of cash payments.


 


1.2                               Purpose


 


The purpose of this Plan is to advance the
interests of JumpTV by (i) encouraging its Directors to acquire Common
Shares, thereby, increasing the proprietary interests of such persons in JumpTV
and aligning the interests of such persons with the interests of JumpTV’s
shareholders generally; and (ii) preserving JumpTV’s cash for other
corporate purposes.


 


1.3                               Administration


 


(a)                                  This Plan will be administered
by the Board or a Committee of the Board duly appointed for this purpose by the
Board and consisting of not less than 2 Directors.  If a Committee is appointed for this purpose,
all references to the term “Board” will be deemed to be references to the
Committee.


 


(b)                                 Subject to the limitations of
this Plan, the Board has the authority: (i) to grant Common Shares to
Directors under the Plan; (ii) to determine the terms, including the
limitations, restrictions and conditions, if any, upon such grants; (iii) to
interpret this Plan and to adopt, amend and rescind such administrative
guidelines and other rules and regulations relating to this Plan as it may
from time to time deem advisable, subject to required prior approval by any
applicable regulatory authority; and (iv) to make all other determinations
and to take all other actions in connection with the implementation and
administration of this Plan as it may deem necessary or advisable.  The Board’s guidelines, rules, regulations,
interpretations and determinations will be conclusive and binding upon all
parties.


 


1.4                               Interpretation


 


For the purposes herein, the following
terms have the meanings ascribed thereto as follows:


 


(a)                                  “Board of
Directors” or “Board” means
the board of directors of JumpTV;


 


(b)                                 “Chairman”
means the Chairman of a committee of JumpTV;


 

















 


(c)                                  “Committee”
means an independent committee (within the meaning of applicable securities
laws) of the Board of JumpTV;


 


(d)                                 “Common
Shares” means the common share in the share capital of JumpTV;


 


(e)                                  “Director”
means a person who is elected or appointed as a director of JumpTV from time to
time;


 


(f)                                    “Insider”
means:


 


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


 


(ii)                                  an associate, as defined in
the Securities Act (Ontario), of any person
who is an Insider by virtue of (i) above;


 


(g)                                 “JumpTV”
means JumpTV Inc.;


 


(h)                                 “Management
Director”  means a
Management Director of JumpTV;


 


(i)                                     “Non-Management
Director”  means a
Director who is not otherwise an officer, employee or consultant of JumpTV;


 


(j)                                     “Options”  means an option to purchase securities of JumpTV issued by
JumpTV from treasury;


 


(k)                                  “Plan”
means this incentive compensation plan; and


 


(l)                                     “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.


 


Words importing the singular number include
the plural and vice versa and words importing the masculine gender include the
feminine.


 


This Plan is to be governed by and
interpreted in accordance with the laws of the Province of Ontario and the
federal laws of Canada applicable therein.


 


1.5                               Numbers


 


The maximum number of Common Shares
available to be issued by JumpTV to Non-Management Directors under the Plan is
500,000.


 


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ARTICLE 2

DIRECTORS PLAN


 


2.1                               Directors’ Remuneration


 


The Compensation Committee approves remuneration from
time to time for each Non-Management Director whereby Non-Management Directors
are paid in recognition of their services as board members and, if applicable,
as chairs of Committees.  Non-Management
Directors are also reimbursed for any out-of-pocket travel expenses incurred in
order to attend meetings.  Management
Directors of JumpTV are not currently entitled to any compensation for
attending meetings of the Board or Committees.


 


 


2.2                               Issuance of Common Shares


 


The Non-Management Directors of JumpTV
shall receive at least 50% of their annual retainers and Board and Committee
meeting fees by way of issuance of Common Shares and may elect to receive up to
100% of their retainers and fees in Common Shares in lieu of cash compensation.


 


2.3                               Calculation for Shares


 


Every year, in the months of June and
December, and by no later than the 15th day of June and
December, as the case may be, JumpTV will send a notice (the “Notice”) to each Non-Management Director, that will solicit
from such Director the amount of such Director’s cash compensation it wishes to
receive in Common Shares, as more particularly described and set forth below:


 


(a)                                  each June and December, a
Non-Management Director will receive at least US$2,500 of the Non-Management
Director’s annual base compensation and 50% of all accrued Board and Committee
meeting fees in Common Shares in full satisfaction of such amounts owing.  A Non-Management Director may elect to
receive additional Common Shares in lieu of cash compensation owing by JumpTV
to the Non-Management Director at that time and will be required to advise
JumpTV of the Non-Management Director’s election to receive additional Common
Shares by no later than 5 business days after receipt of the Notice; and


 


(b)                                 each June and December, a
Committee Chairman will receive at least US$3,750 of the Chairman’s annual base
compensation and 50% of all accrued board meeting fees in Common Shares in full
satisfaction of such amounts owing.  A
Committee Chairman may elect to receive additional Common Shares in lieu of
cash compensation owing by JumpTV to the Committee Chairman at that time and will
be required to advise JumpTV of the Committee Chairman’s election to receive
additional Common Shares by no later than 5 business days after receipt of the
Notice.


 


The number of Common Shares to be issued to
each Non-Management Director will be determined by dividing the dollar value of
the retainers and fees to be paid in Common Shares by the closing price of the
Common Shares on the payment date.


 


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ARTICLE 3

GENERAL


 


3.1                               Non-Exclusivity


 


Nothing contained herein will prevent the
Board from adopting other or additional compensation arrangements for the
benefit of any Director of JumpTV, subject to any required regulatory or
shareholder approval.


 


3.2                               Cessation of Entitlement under
the Plan


 


Upon ceasing to become a Director, a
Director will no longer be eligible to receive Common Shares under this Plan
and any amounts owing to such Director shall be paid in cash.


 


3.3                               Amendment and Termination


 


(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.


 


(b)                                 Notwithstanding the provisions
of Section 3.3(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; or


 


(ii)                                  to amend the provisions of
this Section 3.3(b).


 


3.4                               Compliance with Legislation:
Governing Law


 


The obligation of JumpTV to issue and
deliver Common Shares in accordance with this Directors’ Plan is subject to
applicable securities law, stock exchange or market on which the Common Shares
trade, any trading black-out periods prescribed by JumpTV and the receipt of
any approvals that may be required from any regulator or market having
jurisdiction over the securities of JumpTV. 
If Common Shares cannot be issued by JumpTV hereunder for any reason
whatsoever, the obligation of JumpTV to issue such Common Shares shall be
suspended until such time as it is practicable for JumpTV to issue such Common
Shares.  The Directors’ Plan shall be
governed by and construed in accordance with the laws of the Province of
Ontario.


 


3.5                               Effective Date


 


This Plan will become effective immediately
upon approval of the Board, subject to any required regulatory and shareholder
approval.


 


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3.6                               Record Keeping


 


JumpTV shall maintain a register in which shall be
recorded:


 


(a)                                  the name and address of each
Non-Management Director in this Plan; and


 


(b)                                 the number of Common Shares
issues to all Non-Management Directors in this Plan.


 


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