Unassociated Document


    IMAGE
METRICS INC.

     

    Nonstatutory
Stock Option Agreement

    Granted Under 2010 Stock
Incentive Plan

     

    
      	
              1. 

            	
              Grant of
      Option.

            


    

     

    This
agreement evidences the grant by Image Metrics Inc., a Nevada corporation (the
“Company”), on
[                               ],
[      ] (the “Grant Date”)
to [                               ]
a director of the Company (the “Participant”), of an option to purchase, in
whole or in part, on the terms provided herein and in the Company’s 2010 Stock
Incentive Plan (the “Plan”), a total of [      ]
shares (the “Shares”) of common stock, US$0.001 par value per share, of
the Company (“Common Stock”) at $[      ] per
Share.  Unless earlier terminated, this option shall expire
on  [                             ]
(the “Final Exercise Date”).

     

    It is
intended that the option evidenced by this agreement shall not be an incentive
stock option as defined in Section 422 of the Internal Revenue Code of 1986, as
amended, and any regulations promulgated thereunder (the
“Code”).  Except as otherwise indicated by the context, the term
“Participant”, as used in this option, shall be deemed to include any person who
acquires the right to exercise this option validly under its terms.

     

    
      	
              2. 

            	
              Vesting
      Schedule.

            


    

     

    This
option will become exercisable (“vest”) as to 1/36th of the
original number of Shares on the first day of each month beginning on the first
day of the month following the Grant Date until such time as this option is
fully vested.

     

    The right
of exercise shall be cumulative so that to the extent the option is not
exercised in any period to the maximum extent permissible it shall continue to
be exercisable, in whole or in part, with respect to all Shares for which it is
vested until the earlier of the Final Exercise Date or the termination of this
option under Section 3 hereof or the Plan.

     

    
      	
              3. 

            	
              Exercise of
      Option.

            


    

     

    (a)           Form of
Exercise.  Each election to exercise this option shall be in
writing, signed by the Participant, and received by the Company at its principal
office, accompanied by this agreement, and payment in full in the manner
provided in the Plan.  The Participant may purchase less than the
number of shares covered hereby, provided that no partial exercise of this
option may be for any fractional share or for fewer than ten whole
shares.

     

    (b)           Continuous Relationship with
the Company Required.  Except as otherwise provided in this
Section 3, this option may not be exercised unless the Participant, at the
time he or she exercises this option, is, and has been at all times since the
Grant Date, an employee, officer, director, consultant or advisor to, the
Company or any other entity the employees, officers, directors, consultants, or
advisors of which are eligible to receive option grants under the Plan (an
“Eligible Participant”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)           Termination of Relationship
with the Company.  If the Participant ceases to be an Eligible
Participant for any reason, then, except as provided in paragraphs (d) and
(e) below, the right to exercise this option shall terminate six months after such
cessation (but in no event after the Final Exercise Date), provided that this option
shall be exercisable only to the extent that the Participant was entitled to
exercise this option on the date of such cessation.  Notwithstanding
the foregoing, if the Participant, prior to the Final Exercise Date, violates
the non-competition or confidentiality provisions of any employment contract,
confidentiality and nondisclosure agreement or other agreement between the
Participant and the Company, the right to exercise this option shall terminate
immediately upon written notice to the Participant from the Company describing
such violation.

     

    (d)           Exercise Period Upon Death
or Disability.  If the Participant dies or becomes disabled
(within the meaning of Section 22(e)(3) of the Code) prior to the Final
Exercise Date while he or she is an Eligible Participant and the Company has not
terminated such relationship for “cause” as specified in paragraph (e) below,
this option shall be exercisable, within the period of one year following the
date of death or disability of the Participant, by the Participant (or in the
case of death by an authorized transferee), provided that this option
shall be exercisable only to the extent that this option was exercisable by the
Participant on the date of his or her death or disability, and further provided
that this option shall not be exercisable after the Final Exercise
Date.

     

    (e)           Termination for
Cause.  If, prior to the Final Exercise Date, the Participant’s
employment or other relationship with the Company is terminated by the Company
for Cause (as defined below), the right to exercise this option shall terminate
immediately upon the effective date of such termination of employment or other
relationship.  If the Participant is party to an employment,
consulting or severance agreement with the Company that contains a definition of
“cause” for termination of employment or other relationship, “Cause” shall have
the meaning ascribed to such term in such agreement.  Otherwise,
“Cause” shall mean willful misconduct by the Participant or willful failure by
the Participant to perform his or her responsibilities to the Company
(including, without limitation, breach by the Participant of any provision of
any employment, consulting, advisory, nondisclosure, non-competition or other
similar agreement between the Participant and the Company), as determined by the
Company, which determination shall be conclusive.  The Participant’s
employment or other relationship shall be considered to have been terminated for
“Cause” if the Company determines, within 30 days after the Participant’s
resignation, that termination for Cause was warranted.

     

    
      	
              4. 

            	
              Withholding.

            


    

     

    No Shares
will be issued pursuant to the exercise of this option unless and until the
Participant pays to the Company, or makes provision satisfactory to the Company
for payment of, any federal, national, foreign, state or local withholding taxes
required by law to be withheld in respect of this option.

     

    
      	
              5. 

            	
              Transfer
      Restrictions.

            


    

     

    This
option may not be sold, assigned, transferred, pledged or otherwise encumbered
by the Participant, either voluntarily or by operation of law, except by will or
the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the
Participant.

     

    
      	
              6. 

            	
              Provisions of the
      Plan.

            


    

     

    This
option is subject to the provisions of the Plan (including the provisions
relating to amendments to the Plan), a copy of which is furnished to the
Participant with this option.

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, the Company has caused this option to be executed under its
corporate seal by its duly authorized officer.  This option shall take
effect as a sealed instrument.

     

    
      
        	 	IMAGE METRICS
    INC.
	 	 	 	 
	
                 

              	
                By:
      

              	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


      

    

     

    
      
         

      

      
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    PARTICIPANT’S
ACCEPTANCE

     

    The
undersigned hereby accepts the foregoing option and agrees to the terms and
conditions thereof.  The undersigned hereby acknowledges receipt of a
copy of the Company’s 2010 Stock Incentive Plan.

     

    
      
        	 	      
                PARTICIPANT:

              
	
                 

              	 
	 	      
                Address:

              	 
	 	 	 	 
	 	 	 	 


      

    

     

    
      
         

      

      
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