Exhibit 10.28


 


JUMPTV INC.


 


SECOND AMENDED AND RESTATED STOCK OPTION PLAN


 


May 2007,

as amended May 13, 2009


 

















 


TABLE OF CONTENTS


 


	
  JUMPTV INC.

  	
  2 

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1:
  PURPOSE AND INTERPRETATION

  	
  2 

  
	
   

  	
   

  	
   

  
	
  1.1.

  	
  PLAN

  	
  2 

  
	
  1.2.

  	
  PURPOSE

  	
  2 

  
	
  1.3.

  	
  ADMINISTRATION

  	
  2 

  
	
  1.4.

  	
  INTERPRETATION

  	
  2

  
	
  1.5.

  	
  NUMBERS

  	
  5

  
	
  1.6.

  	
  LAPSED
  OPTIONS

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2:
  STOCK OPTION PLAN

  	
  6

  
	
   

  	
   

  	
   

  
	
  2.1.

  	
  GRANTS

  	
  6

  
	
  2.2.

  	
  EXERCISE
  OF OPTIONS

  	
  6

  
	
  2.3

  	
  SHARE
  OPTION PRICE

  	
  7

  
	
  2.4

  	
  GRANT
  TO PARTICIPANT’S RRSP OR RRIF

  	
  7

  
	
  2.5

  	
  TERMINATION,
  RETIREMENT, DEATH OR DEPARTURE

  	
  7

  
	
  2.6

  	
  OPTIONS
  AGREEMENTS

  	
  8

  
	
  2.7

  	
  PAYMENT
  OF OPTION PRICE

  	
  8

  
	
  2.8

  	
  CASHLESS
  EXERCISE

  	
  8

  
	
  2.9

  	
  WITHHOLDING

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3:
  GENERAL

  	
  9

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  RIGHT
  TO EXERCISE OPTIONS IN CONNECTION WITH A PROPOSED TRANSACTION

  	
  9 

  
	
  3.2

  	
  PROHIBITION
  ON TRANSFER OF OPTIONS

  	
  10

  
	
  3.3

  	
  PROHIBITION
  ON TRANSFER OF SHARES

  	
  10

  
	
  3.4

  	
  CAPITAL
  ADJUSTMENTS

  	
  10

  
	
  3.5

  	
  NON-EXCLUSIVITY

  	
  10

  
	
  3.6

  	
  AMENDMENT
  AND TERMINATION

  	
  10

  
	
  3.7

  	
  COMPLIANCE
  WITH LEGISLATION

  	
  11

  
	
  3.8

  	
  EFFECTIVE
  DATE

  	
  12

  
	
  3.9

  	
  PRIOR
  PLAN

  	
  12

  
	
  3.10

  	
  RECORD
  KEEPING

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECOND AMENDED
  AND RESTATED STOCK OPTION PLAN: REGULATIONS

  	
  13

  
	
   

  	
   

  	
   

  
	
  SCHEDULE “A” TO
  OPTION PLAN

  	
  14

  



 

















 


JUMPTV INC.


 


ARTICLE 1.


PURPOSE AND INTERPRETATION


 


1.1.                            Plan


 


This
Plan consists of a Stock Option Plan and supersedes any and all prior plans
relating to the granting of stock options by the Corporation.


 


1.2.                            Purpose


 


The
purpose of this Plan is to advance the interests of the Corporation by (i) providing
Eligible Persons with additional incentive; (ii) encouraging stock
ownership by Eligible Persons; (iii) increasing the proprietary interest
of Eligible Persons in the success of the Corporation; (iv) encouraging
Eligible Persons to remain with the Corporation or a related entity; and (v) attracting
new employees, officers, directors and consultants to the Corporation or a related
entity.


 


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 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 Options to purchase Shares to Eligible Persons; (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 of this Plan, the following terms will have the following meanings
unless otherwise defined elsewhere in this Plan:


 


(a)                                  “Blackout Expiry Date” has the meaning
set forth in subclause 2.2(a);


 


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(b)                                 “Blackout Period” means the period of
time when, pursuant to any self-imposed policies of the Corporation applicable
to an Optionee, the Optionee is prohibited from trading in the Corporation’s
securities;


 


(c)                                  “Board” means the board of directors of
the Corporation or a committee thereof appointed in accordance with the Plan;


 


(d)                                 “consultant” has the meaning prescribed
by Nation Instrument 45-106 Prospectus and
Registration Exemptions (or a successor instrument) and, for greater
certainty means, for an issuer, a person other than an employee, executive
officer, or director of the issuer or of a related entity of the issuer, that:


 


(i)                                    is engaged to provide services to the
issuer or a related entity of the issuer, other than services provided in
relation to a distribution,


 


(ii)                                provides the services under a written
contract with the issuer or a related entity of the issuer, and


 


(iii)                             spends or will spend a significant amount
of time and attention on the affairs and business of the issuer or a related
entity of the issuer,


 


and includes, for an individual consultant, a corporation of which the individual
consultant is an employee or shareholder, and a partnership of which the
individual consultant is an employee or partner;


 


(e)                                  “Corporation” means JumpTV Inc.;


 


(f)                                    “Eligible Person” means, subject to the
Regulations and to all applicable law,


 


(i)                                   any employee, officer, director or
consultant of (i) the Corporation or (ii) any related entity (and
includes any such person who is on a leave of absence authorized by the Board
or the board of directors of any related entity) designated as an Eligible
Person by the Board; and


 


(ii)                                at any time from and after the completion
of an initial public offering of the Shares, a


 


Family Trust, Personal Holding Corporation or
Retirement Trust;


 


(g)                                 “Family Trust” means a trust, of which at
least one of the trustees is an Eligible Person and the beneficiaries of which
are one or more of the Eligible Person and the spouse, minor children and minor
grandchildren of the Eligible Person;


 


(h)                                 “holding entity” means a person that is
controlled by an individual;


 


(i)                                     “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


 


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(ii)                                  an associate, as defined in the Securities Act (Ontario), of any person who is an insider


 


by virtue of (i) above;


 


(j)                                     “Option” means an option granted to an
Eligible Person to purchase Shares of the Corporation pursuant to the terms of
the Plan;


 


(k)                                  “Participant” means an eligible Person to
whom or to whose RRSP an Option has been granted;


 


(l)                                     “Permitted Assign” means, for a
Participant;


 


(i)                                     a trustee, custodian or administrator
acting on behalf of, or for the benefit of the person,


 


(ii)                                  a holding entity of the person,


 


(iii)                               an RRSP or a RRIF of the person,


 


(iv)                              a spouse of the person,


 


(v)                                 a trustee, custodian or administrator
acting on behalf of, or for the benefit of the spouse of the person,


 


(vi)                              a holding entity of the spouse of the person,
or


 


(vii)                           an RRSP or a RRIF of the spouse of the
person;


 


(m)                               “Personal Holding Corporation” means a
corporation that is controlled by an Eligible Person and the shares of which
are beneficially owned by the Eligible Person and the spouse, minor children
and minor grandchildren of the Eligible Person;


 


(n)                                 “Plan” means the Corporation’s Stock
Option Plan, as amended from time to time;


 


(o)                                 “Regulations” means the regulations made
pursuant to this Plan, as same may be amended from time to time;


 


(p)                                 “related entity” means any person or
company that controls or is controlled by the Corporation or that is controlled
by the same person or company that controls the Corporation;


 


(q)                                 “Retirement Trust” means a trust governed
by a registered retirement savings plan or a registered retirement income fund
established by and for the benefit of an Eligible Person;


 


(r)                                    “RRSP” means a registered retirement
savings plan as defined in the Income Tax Act
(Canada);


 


(s)                                  “RRIF” means a registered retirement
income fund as defined in the Income Tax Act (Canada);


 


(t)                                    “Share Compensation Arrangement” means
any stock option, stock option plan, employee stock purchase plan, restricted
share plan or any other compensation or incentive mechanism involving the
issuance or potential issuance of Shares to one or more Eligible Persons,
including a share purchase 


 


4

















 


from treasury which is
financially assisted by the Corporation by way of a loan, guarantee or
otherwise;


 


(u)                                 “Share Option Price” means the price at
which Shares subject to this Plan can be purchased as determined by the Board
in accordance with the Plan;


 


(v)                                 “Shares” means the common shares of the
Corporation or such other class of voting shares of the Corporation for which
the common shares may hereafter be converted or exchanged;


 


(w)                               “Subsidiary” means any corporation that
is a subsidiary of the Corporation as defined in the Securities
Act (Ontario);


 


(x)                                   “Termination Date” means the date on
which a Participant ceases to be an Eligible Person;


 


(y)                                 “Transfer” includes any sale, exchange,
assignment, gift, bequest, disposition, mortgage, charge, pledge, encumbrance,
grant of security interest or other arrangement by which possession, legal
title or beneficial ownership passes from one person to another, or to the same
person in a different capacity, whether or not voluntary and whether or not for
value, and any agreement to effect any of the foregoing;


 


(z)                                   “Trustee” means a person appointed by the
Board to act in the capacity of trustee for the benefit of the Plan;


 


(aa)                            “United States” means the United States
of America, its territories and possessions, any State of the United States,
and the District of Columbia;


 


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


 


(cc)                            “Year” means a fiscal year of the
Corporation, as determined from time to time by the Board.


 


Time shall be of the essence with respect to this Plan.


 


Words importing the singular number include the plural and vice versa
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 Shares available for purchase or issuance under this Plan is equal to the
greater of (i) 4,000,000 Shares; and (ii) 12.5% of the number of
issued and outstanding Shares from time to time.  For greater certainty, the maximums set out
herein shall be exclusive of all grants of options made prior to the coming
into effect of this Plan as well as any rights granted under any other
security-based incentive compensation plans of the Corporation and such options
and rights, as the case may be, shall not be subject to the terms of this Plan.


 


5

















 


1.6.                            Lapsed Options


 


In the event that
Options granted under this Plan are surrendered in accordance with the
provisions of this Plan, terminate or expire without being exercised in whole
or in part, the Shares reserved for issuance but not purchased under such
lapsed Options shall be available for subsequent Options to be granted under
Plan.


 


ARTICLE 2.

STOCK OPTION PLAN


 


2.1.                            Grants


 


(a)                                  Subject to the terms of this Plan, the
Board will have the authority to determine the limitations, restrictions and
conditions, if any, in addition to those set out in this Plan, applicable to
the exercise of an Option, including, without limitation, the nature and
duration of the restrictions, if any, to be imposed upon the sale or other
disposition of Shares acquired upon exercise of the Option, and the nature of
the events, if any, and the duration of the period in which any Participant’s
rights in respect of Shares acquired upon exercise of an Option may be
forfeited.  An Eligible Person and the
Eligible Person’s RRSP or RRIF may receive Options on more than one occasion
under this Plan.


 


(b)                                 The effective date of any grant of
Options pursuant to this Plan shall be the date on which the Board approves
such grant, whether at a meeting of the Board or by written resolution.


 


(c)                                  With respect to any Options granted to a “covered
individual”, as defined in Section 162(m)(3) of the United States Internal Revenue Cod of 1986, as amended (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).


 


Subject to the Regulations, the aggregate number of securities
available for issuance under the Plan to any one Eligible Person and an RRSP or
an RRIF of which that person is an annuitant, will be 5% of the Shares
outstanding at the time of the grant (on a non-diluted basis), or such other
number as the shareholders of the Corporation shall approve in accordance with
the requirements of any stock exchange or quotation system upon which any
shares of the Corporation are then listed and posted or quoted for trading.


 


2.2.                            Exercise of Options


 


(a)                                  Options must be exercised no later than 5
years after the date of grant or such lesser period as the applicable grant,
the Regulations or the provisions of this Plan may require (the “Expiry Date”);
provided, however, in the event that an Option is scheduled to expire or
terminate during or within 10 business days following a Blackout Period, the
Expiry Date shall be the date that is the tenth business day following the date
of expiry of the Blackout Period (the “Blackout Expiry Date”).  If a new Blackout Period is imposed prior to
the Blackout Expiry Date, the Blackout Expiry Date shall be the date that is
the tenth business day following the date of expiry of the new Blackout Period.


 


(b)                                 The Board may determine when any Option
will become exercisable and may determine that the Option will be exercisable
in installments.


 


6

















 


(c)                                  No fractional Shares may be issued and
the Board may determine the manner in which fractional Share value will be
treated.


 


(d)                                 Not less than 100 Shares may be purchased
at any one time except where the remainder totals less than 100.


 


2.3                               Share Option Price


 


Subject to the applicable rules of any stock exchange or quotation
system on which the Shares may be listed from time to time, the Board will
establish the Share Option Price at the time each Option is granted on the
basis of the closing market price of the Shares on the market with the largest
trading volume of the Shares on the last trading date preceding the date of the
grant.  If there is no trading market for
the Shares, the Board will in good faith determine the Share Option Price of an
Option based on the fair market value of the Shares on the date of the
grant.  If the Option is to be granted on
a pre-determined date in the future, the Share Option Price will be the
weighted average trading price, rounding up to the nearest cent, of the Shares
on the stock exchange or quotation system upon which any shares of the
Corporation are then listed and posted or quoted for trading for the five
trading dates preceding the date of the grant. 
In all instances, the Share Option Price shall not be less than fair
market value, as determined under Section 409A of the Code.


 


2.4                               Grant to Participant’s RRSP or RRIF


 


Upon written notice from the Participant,  any Option that might otherwise be granted to
that Participant will be granted, in whole or in part, to an RRSP or an RRIF
established by and for the sole benefit of the Participant.  The determination of whether and the extent
to which a Participant is entitled by applicable tax law to contribute Option
to the Participant’s RRSP or RRIF shall be the responsibility of the
Participant.


 


2.5                               Termination, Retirement, Death or
Departure


 


(a)                                  Subject to subsection (c), if a
Participant ceases to be an Eligible Person for any reason whatsoever other
than death, each Option held by the Participant, the Participant’s Permitted
Assigns, or the Participant’s RRSP or RRIF will cease to be exercisable 90 days
after the Termination Date.  If any
portion of an Option has not vested by the Termination Date, that portion of
the Option may not under any circumstances be exercised by the Participant, the
Participant’s Permitted Assigns or the Participant’s RRSP or RRIF.  This subsection (a) will apply
regardless whether the Participant received compensation in respect of
dismissal or was entitled to a period of notice of termination which would
otherwise have permitted a greater portion of the Option to vest in the
Participant, the Participant’s Permitted Assigns or the Participant’s RRSP or
RRIF.


 


(b)                                 If a Participant dies, the legal representatives
of the Participant may exercise the Participant’s Options, the Participant’s
Permitted Assign’s Options and the participant’s RRSP Options or RRIF Options
within 120 days after the date of the participant’s death but only to the
extent the Options were by their terms exercisable on the date of death.


 


(c)                                  In the event that a Participant’s
employment, consultancy or directorship, as applicable, is terminated by the
Corporation for cause (as defined in such Participant’s employment or
consulting agreement, as applicable), such Participant’s Options and its
Permitted Assign’s Options, whether vested or otherwise, shall immediately
terminate.  Notwithstanding the foregoing
or anything to the contrary herein, the Board shall have discretion to permit
such Participant and its Permitted Assigns to exercise the vested portion of
such Participant’s Options (as of the termination date).  The Board shall have a 


 


7

















 


period of 30 days to
exercise its discretion to permit the exercise of such Participant’s Options
and in the event of such exercise of discretion, the Options shall be deemed
not to have been terminated as of the termination date of the Participant’s
employment, consultancy or directorship, as applicable.


 


2.6                               Option Agreements


 


Each Option must be confirmed, and will be governed, by an agreement
(an “Option Agreement”) in the form of Schedule “A” attached hereto (as the
same may be amended from time to time by the Regulations) signed by the
Corporation and the Participant or an RRSP or an RRIF of which that person is
an annuitant.


 


2.7                               Payment of Option Price


 


Subject to section 2.9, the exercise price of each Share purchased
under an Option must be paid in full by bank draft or certified cheque at the
time of exercise, and upon receipt of payment in full, but subject to the terms
of this Plan, the number of Shares in respect of which the Option is exercised
will be duly issued as fully paid and non-assessable.


 


2.8                               Cashless Exercise


 


If the Shares are listed and posted for trading on a stock exchange or
market, a Participant may elect “cashless” exercise in a notice of exercise if
the Shares issuable on exercise are to be immediately sold.  In such case, the Participant will not be
required to deliver to the Corporation the certified cheque or bank draft
referred to in section 2.7.  Instead the
following procedure will be followed, as detailed in a Cashless Exercise
Instruction Form to be provided by the Corporation and completed by the
Participant:


 


(a)                                  the Participant will instruct a broker
selected by the Participant to sell through the exchange or market on which the
Shares are listed or quoted the Shares issuable on exercise of an Option, as
soon as possible and the then applicable bid price of the Shares;


 


(b)                                 on the settlement date for the trade, the
Corporation will direct its registrar and transfer agent to issue a certificate
in the name of the broker (or as the broker may otherwise direct) for the
number of Shares issued on exercise of the Option, against payment by the
broker to the Corporation of the exercise price for such Shares; and


 


(c)                                  the broker will deliver to the
Participant the remaining proceeds of sale, net of the brokerage commission.


 


2.9                               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 Option, the exercise
of the Option 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 Participant to pay to
the Corporation, in addition to the exercise price for the number of Shares in
respect of which the Option is exercised, any amount as the Corporation is
obliged to remit to the relevant taxing authority in respect to the exercise of
the Option.  Any such additional payment
is due no later than the date on which any amount with respect to the Option
exercised is required to be included in the gross income of the Participant for
tax purposes.  If the Corporation does
not 


 


8

















 


withhold any amount from the exercise of the Option sufficient to
satisfy the withholding obligation of the Corporation, such Participant agrees
it will make reimbursement on demand, in cash, for the amount withheld.


 


ARTICLE 3

GENERAL


 


3.1                               Right to Exercise Options in connection
with a Proposed Transaction


 


(a)                                  If there is a Take-over Bid or Issuer Bid
(other than a “Normal Course” Issuer Bid) made for all or any of the issued and
outstanding Shares, then the Board of Directors may, in its sole discretion, by
resolution permit any or all unvested Options of any or all Participants
outstanding under the Plan to become immediately exercisable (subject to any
limitations the Board of Directors may impose) in order to permit Shares
issuable under such Options to be tendered to such bid.


 


(b)                                 There shall be no automatic vesting of
unvested Options in the event of a Change of Control (as defined below) unless
otherwise agreed in an employment or consulting agreement; however, the Board
may, in its sole discretion, by resolution permit any or all unvested Options
of any or all Participants outstanding under the Plan to become immediately
exercisable (subject to any limitations the Board may impose) in the event of a
Change of Control.  For the purposes of
this provision, a “Change of Control” will be deemed to have occurred when:


 


(i)                                     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 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;


 


(ii)                                  the Corporation agree to amalgamate,
consolidate or merge with another body corporate;


 


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


 


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


 


All unvested Options held by an Eligible Person shall vest immediately
in the event that such Eligible Participant’s employment or consultancy is
terminated at any time prior to the expiry date of such Options by virtue of,
or in connection with, a Change of Control, except in the case of termination
for cause of such Eligible Participant’s employment or consultancy (in which
case such Options shall not vest).


 


9
















 


3.2          Prohibition on Transfer of Options


 


Options are personal to each Eligible Person and its
Permitted Assigns.  No Eligible Person
may deal with any Options or any interest in them or Transfer any Options now
or hereafter held by the Eligible Person except in accordance with the
Plan.  A purported Transfer of any
Options in violation of the Plan will not be valid and the Corporation shall
not issue any Share upon the attempted exercise of improperly Transferred Option.


 


3.3          Prohibition on Transfer of Shares


 


No Participant will, upon exercise of an Option, deal
with any Share or interest in it or Transfer any Share now or hereafter held by
the Participant, the Participant’s Permitted Assigns or the Participant’s RRSP
or RRIF except in accordance with the Articles of the Corporation.


 


3.4          Capital Adjustments


 


If there is any change in the outstanding Shares by
reason of a stock dividend or split, recapitalization, consolidation,
combination or exchange of shares, or other fundamental corporate change, the
Board will make an appropriate substitution or adjustment in (i) the
exercise price of any unexercised Options under the Plan; (ii) the number
or kind of shares or other securities reserved for issuance pursuant to this
Plan; and (iii) the purchase price of those shares subject to unexercised
Options theretofore granted under the Plan, and in the exercise price of those
unexercised Options; provided, however, that no substitution or adjustment will
obligate the Corporation to issue or sell fractional Shares.  In the event of the reorganization of the
Corporation or the amalgamation or consolidation of the Corporation with
another corporation, the Board may make such provision for the protection of
the rights of Eligible Persons, Participants and their RRSPs or their RRIFs as
the Board in its discretion deems appropriate. 
The determination of the Board, as to any adjustment or as to there
being no need for adjustment, will be final and binding on all parties.


 


3.5          Non-Exclusivity


 


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


 


3.6          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 or the consent
or deemed consent of an Optionee where such amendment, suspension or
termination materially prejudices the rights of the Optionee.


 


(b)         Notwithstanding the provisions of Section 3.6(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 Shares
that may be issued pursuant to Options granted under the Plan;


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


(iii)  to extend the Expiry Date of Options for
the benefit of an Insider; and


(iv)   to amend the provisions of this Section 3.6(b).


 


(c)          Subject to Section 3.6(b), 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 Option, provided that:


 


10

















 


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


 


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


 


(iii)                              the consent or deemed consent of the
Optionee is obtained if the amendment would materially prejudice the rights of
the Optionee under the Option.


 


3.7          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 3.7, 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.


 


3.8          Compliance with Legislation


 


(a)                                  The Board may postpone or adjust any
exercise of any Option or the issue of any Shares pursuant to this Plan as the
Board in its discretion may deem necessary in order to permit the Corporation
to effect or maintain registration of this Plan or the Shares issuable pursuant
thereto under the securities laws of any applicable jurisdiction, or to
determine that the Shares and this Plan are exempt from such registration.  The Corporation is not obligated by any
provision of this Plan or any grant hereunder to sell or issue Shares in violation
of any applicable law.  In addition, if
the Shares are listed on a stock exchange, the Corporation will have no
obligation to issue any Shares pursuant to this Plan unless the Shares have
been duly listed, upon official notice of issuance, on a stock exchange on
which the Shares are listed for trading.


 


(b)                                 Without limiting the generality of Section 3.8(a),
with regard to Participants who are residents of the United States, the Board
may administer this Plan in accordance with Rule 701 or Rule 506 of
Regulation D under the U.S. Securities Act or otherwise in accordance with the
advice of counsel, and in accordance with applicable state securities
laws.  Each certificate representing
Shares acquired in accordance with this Section 3.8(b) shall 


 


11

















 


bear one or more legends making appropriate reference to the
restrictions imposed under applicable securities laws with regard to such
Shares.


 


3.9          Effective Date


 


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


 


3.10        Prior Plan


 


The Plan shall entirely replace and supersede prior
share option plans, if any, enacted by the Board of Directors of the
Corporation.


 


3.11        Record Keeping


 


The Corporation shall maintain a register in which shall be recorded:


 


(a)           the name and address
of each Participant in the Plan; and


 


(b)           the number of Option issued to a
Participant and the number of Options outstanding.


 


12

















 


SECOND AMENDED AND RESTATED
SHARE OPTION PLAN


 


REGULATIONS


 


1.               In these Regulations, words defined in this Plan and
not otherwise defined herein will have the same meaning as set forth in this
Plan.


 


2.               A Participant will cease to be an Eligible Person on
the earliest to occur of:


 


(a)                                  the date of the Participant’s
termination, retirement or cessation of employment with or engagement by the
Corporation or any of its related entities;


 


(b)                                 the date of the Participant’s death; and


 


(c)                                  the date on which the Participant
otherwise fails to meet the criteria set forth under the definition of an
Eligible Person.


 


3.               If the legal representative of a Participant who has
died exercises the Option of the Participant or the Participant’s RRSP or RRIF
in accordance with the terms of the Plan, the Corporation will have no
obligation to issue the Shares until evidence satisfactory to the Corporation
has been provided by the legal representative that the legal representative is
entitled to purchase the Shares under this Plan.


 


4.               Share certificates representing the number of Shares
in respect of which the Option has been exercised will be issued only upon
payment in full of the relevant exercise price. 
These share certificates will be held for safekeeping by the Secretary
of the Corporation, unless the Participant directs the Secretary otherwise.


 


13

















 


Schedule “A” to Option Plan


 


PERSONAL
AND CONFIDENTIAL


 


200


 


<<Name and Address of Optionee>>


 


Dear <<First Name>>


 


The stock option plan (the “Option Plan”) of JumpTV Inc. (the “Corporation”)
permits the board of directors (the “Board”) of the Corporation to grant
options to officers, employees and certain others whose contribution to the
Corporation are significant.  In
recognition of your future and continuing contribution to the Corporation and
in order to permit you to share in enhanced value that you will help to create,
the Board is pleased to grant you, as of <<Date of
Issue>> options (the “Options”) to purchase commons
shares  (the “Shares”) of the
Corporation.  This option agreement (the “Option
Agreement”) is granted on the basis set out in this letter, and is subject to
the Option Plan.  This Option Agreement
and the Option Plan are referred to collectively as the “Option Documents”.  All capitalized terms not otherwise defined
are to bear the meaning attributed to them in the Option Plan, a copy of which
is attached hereto as Schedule “A”.


 


The total number of Shares that you may purchase pursuant to this
Option Agreement is: <<Amount>>


 


The price you must pay for each Share to be acquired on the exercise of
the Option is: <<Price>>


 


Your Options will vest and are exercisable in the following manner:


 


	
  Vesting Date

  	
  Percentage
  of Options Exercisable

  	
  Expiry
  Date

  
	
   

  	
  On
  or After Vesting Date

  	
   

  
	
   

  	
   

  	
   

  
	
  .

  	
  .

  	
  .

  



 


Subject to earlier expiration in accordance with the Option Documents,
your rights to purchase Shares pursuant to this option will expire at 5:00 p.m.
on <<ExpiryDate>> (unless such
expiration falls within a Blackout Period, in which case the your rights to
purchase Shares will expire on the Blackout Expiry Date).


 


The Options may be exercised in whole or in part in respect of vested
Options at any time prior to expiry of the relevant Options.  The Options may not be exercised in amount
less than 100 Shares in the case of any one exercise unless that exercise would
entirely exhaust the Options.


 


You
may exercise your vested Options at any time before the Expiry Date, or the
Blackout Expiry Date, as the case may be, by delivering to the Corporation a
completed exercise notice (similar to the attached Schedule “B”) together with
cash or a certified cheque payable to “JumpTV Inc.” in the amount of the total
Share Option Price of the number of Shares being purchased.  No fractional Shares will be issued upon
exercise of Options, and the Corporation will satisfy such fractional interest
by paying a cash adjustment in an amount equal to the same fraction of the
exercise price.


 


14

















 


All
decisions made by the board of directors with regard to any questions arising
in connection with the Option Documents, whether of interpretation or
otherwise, will be binding and conclusive on all parties.


 


This Option Agreement is personal and may not be sold, pledged,
transferred or encumbered in any way. 
There are restrictions on the transfer of Shares issued to you pursuant
to the Option Plan.  As well, restrictions
apply in connection with cessation of engagement.  Complete details of these restrictions are
set out in the Option Plan.


 


This Option Agreement shall be governed by and construed in accordance
with the laws of the Province of Ontario.


 


Please acknowledge your acceptance of this Option Agreement by signing
where indicated below on the enclosed copy of this letter and returning the
signed copy to the Corporation, attention Human Resources.  By signing and delivering this copy, you are
agreeing to be bound by all terms of the Option Documents.


 


Yours truly,


 


JumpTV Inc.


 


 


	
  Per:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signing Officer

  	
   

  



 


I have read and agree to be bound by this letter.


 


	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  
	
   

  	
   

  
	
  Witness
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Printed)

  	
   

  	
   

  



 


15

















 


Schedule
B


 


OPTION
EXERCISE NOTICE


 


To:          JumpTV
Inc. (the “Corporation”)


 


The undersigned hereby irrevocably elects to exercise Options for the
number of common shares in the capital of the Corporation as set forth below:


 


	
  (a)

  	
  number
  of common shares to be acquired:

  	
  $                

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  Option
  exercise price per common share:

  	
  $                

  
	
   

  	
   

  	
   

  
	
  (c)

  	
  total
  purchase price [(a) time (b)]:

  	
  $                

  



 


and hereby tenders to the Corporation cash / a certified cheque (circle
one) for the total purchase price for the common shares, and directs the
Corporation to register the common shares and issue a certificate therefor, as
set forth below:


 


	
   

  	
   

  	
   

  
	
   

  	
  (Name
  of Registered Holder – please print)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address
  of Registered Holder – please print)

  	
   

  



 


	
   

  	
   

  	
   

  



 


DATED this
                  
day of
                                          ,
                          .


 


	
  WITNESS:

  	
   

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Signature of Witness

  	
  )

  	
  (Signature of Option
  Holder)

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  (Name of Option Holder
  — please print)

  



 


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