Amendment of Stock Option Agreement - David Hancock


     

    Exhibit
      10.18   

     

    PUREDEPTH,
      INC.

    AMENDMENT
      OF STOCK OPTION AGREEMENT

     

    THIS
      AMENDMENT
      OF STOCK OPTION AGREEMENT is
      made
      by
      and between PureDepth„
      Inc., a Delaware corporation (the "Company"), and David Hancock (the
      "Optionee").

     

    RECITALS

     

    WHEREAS,
      the Optionee holds an option to purchase shares of the Company's Common Stock
      (the "Option") pursuant to the Company's 2006 Stock Incentive Plan (the
      "Plan"), which
      was
      evidenced by a form of Stock Option Agreement
      (the "Option Agreement"); and

     

    WHEREAS,
      the Option's term was shortened in connection with a corporate transaction
      effective
      in March of 2006 such that it would terminate if not exercised by December
      31,
      2006; and

     

    WHEREAS,
      the Company wishes to permit the Optionee to
      exercise
      the Option over a longer
      period of time, contingent
      on
      the Optionee's continued employment with the Company; and

     

    WHEREAS,
      the Company and the Optionee have agreed to a fixed exercise schedule for the
      Option in order to permit good faith compliance with the interim guidance under
      Section 409A
      of
      the Code; and

     

    WHEREAS.
      the Company and the Optionee wish to amend the Option Agreement to
      provide
      for the
      exercise of the Option pursuant to a fixed schedule, and the limited resale
      of
      the Shares subject to the Option, pursuant
      to the terms and conditions set forth below;

     

    AGREEMENT
      

     

    NOW,
      THEREFORE, the Company and the Optionee
      agree as follows:

     

    1.  Definitions.
      Unless
      otherwise defined herein, capitalized terms shall have the meanings assigned
      to
      such terms in the Option Agreement or the Plan, as the case may be.

     

    2.  Exercise.
      Notwithstanding
      the termination date in the Option Agreement. the Option
      may be exercised only in the calendar years indicated on Schedule A. and then
      only to the extent the Optionee remains in service to the Company at the time
      of
      exercise or as otherwise permitted
      on Schedule A. If a portion of the Option is not exercised (including because
      the Optionee's service has terminated) during the permitted exercise period,
      that portion shall lapse and
      cease
      to be exercisable.

     

    3.  Sale
      of Shares. Subject
      to applicable law and the Company's insider trading and
      other
      policies, the
      Shares obtained on exercise of the Option
      may not be sold more
      rapidly
      than pursuant
      to the Schedule indicated on Schedule B..

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    4.  Continuation
      of Other Terms. Except
      as
      set forth herein, all other terms and conditions of the Option Agreement shall
      remain in full force and effect.

     

    5.  Tax
      Consequences of Amendment. The Optionee acknowledges that the tax law
      applicable to stock options is complex and subject to change, and that the
      Optionee is advised to consult with his or her tax advisor regarding the
      consequences of this Amendment, the subsequent exercise of the Option and the
      disposition of shares acquired upon exercise of the Option.

     

    6.  Applicable
      Law. This
      Agreement
      shall be governed by the laws of the State of California
      as such laws are applied to agreements
      between California residents entered into and to
      be
      performed entirely within the State of California.

     

    
      	 	 	 
	 	PUREDEPTH,
              INC.:
	 
 	 
 	 
 
	Date: 12/22/2006	By:  	/s/ Fred
              Angelopoulos
	 	
              

            
	 	Title: 
              CEO


    

     

    
      	 	 	 
	 	OPTIONEE:
	 
 	 
 	 
 
	Date: 12/21/2006	By:  	/s/ David
              Hancock
	 	
              

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      A

     

    Option
      Exercise Schedule

     

    2007:    475,348
      Shares

    2008:    536,031
      Shares