Amendment of Stock Option Agreement - Fred Angelopoulos


     

    Exhibit
      10.19

     

     

    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 Fred Angelopoulos (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 employed by 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 employment 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: 12/18/2006	By:  	/s/ 
	 	
                

              
	 	Title: 
Board
                Member


      

       

      
        	 	 	 
	 	OPTIONEE:
	 
 	 
 	 
 
	Date: 12/19/2006	By:  	/s/ Fred
                Angelopoulos
	 	
                

              


      

       

    

    



    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      A

    Option
      Exercise Schedule

     

    2006:      
      100,000
      Shares

    2007:    1,300,000
      Shares

    2008:    1,560,476
      Shares

     

     

     

    Note:
      In
      the event of the Optionee's termination of employment other than (a) an
      involuntary termination other than
      for
      Cause, or (b) the Optionee's resignation for Good Reason, the unexercised
      portion of the Option contemplated in this schedule shall immediately cease
      to
      be exercisable. In the event of an involuntary termination other
      than for Cause, or a resignation for Good Reason, the portion of the Option
      that
      would have been exercisable in the twelve (12) month period following the
      termination shall remain exercisable to the extent permitted pursuant
to
      the
      schedule above. "Cause" and "Good Reason" have the meanings ascribed to them
      in
      the Optionee's Executive
      Employment Agreement dated November 10, 2006.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
       
Schedule
      B

     

    Selling
      Schedule

     

    



    2006:    100,000
      Shares

    2007:    600,000
      Shares

    2008:    600,000
      Shares

    2009:    900,000
      Shares

    2010:    800,000
      Shares