Amendment of Stock Option Agreement - Mark Yahiro


     

    Exhibit
      10.20

     

     

    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 Mark Yahiro (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: 12/19/2006	By:  	/s/ Fred
                Angelopoulos
	 	
                

              
	 	Title: 
                CEO


      

       

      
        	 	 	 
	 	OPTIONEE:
	 
 	 
 	 
 
	Date: 12/19/2006	By:  	/s/ Mark
                Yahiro
	 	
                

              


      

       

    

    



    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      A

     

    Option
      Exercise Schedule

     

    2007:    740,119
      Shares

    2008:    740.119
      Shares

     

     

     

    Note:
      In
      the event of the Optionee's termination of employment with the Company for
      any
      reason other than an involuntary
      termination other than for Cause, 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, the portion of the Option that would have been exercisable
      in the twelve (l2) month period following the termination shall remain
      exercisable to the extent permitted pursuant to the schedule above.

     

    "Cause"
      shall mean the occurrence during the Optionee's employment with the Company
      of
      any of the following: (i) the Optionee's indictment for, formal admission to
      (including a plea of guilty or nolo
      contendere to),
      or
      conviction of either a felony or a crime of moral turpitude, (ii) the Optionee's
      dishonesty, breach of trust, breach of fiduciary
      duty, unethical business conduct, or commission of any crime involving the
      Company, (iii) gross negligence
      or willful misconduct by the Optionee in the performance of the Optionee's
      duties to the Company; the willful or knowing unauthorized dissemination by
      Executive of confidential Company information; failure
      by the Optionee to perform Optionee's duties which are reasonably and in good
      faith requested in writing by
      the
      Optionee's supervisor and which are not cured (to the extent curable) by the
      Optionee within thirty (30) days following receipt by the Optionee of such
      written request.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      B



    Selling
      Schedule

     

    



    2007:    370,060
      Shares

    2008:    518.083
      Shares

    2009:    592,095
      Shares