BAM! ENTERTAINMENT, INC.



 


Exhibit 4.3


BAY AREA MULTIMEDIA, INC. 2000 STOCK INCENTIVE PLAN


NOTICE OF STOCK OPTION AWARD



	 	 	 
	Grantee’s Name and Address:
	 	

	 
	 	



	 
	 	



	 
	 	






     You have been granted an option to purchase shares of Common Stock,
subject to the terms and conditions of this Notice of Stock Option Award (the
“Notice”), the Bay Area Multimedia, Inc. 2000 Stock Incentive Plan, as amended
from time to time (the “Plan”) and the Stock Option Award Agreement (the
“Option Agreement”) attached hereto, as follows. Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined meanings in
this Notice.



	 	 	 
	Award Number
	 	

	 
	 	



	Date of Award
	 	

	 
	 	



	Vesting Commencement Date
	 	

	 
	 	



	Exercise Price per Share
	 	
$2.17

	
	
	
	

	
	
	
	


	Total Number of Shares Subject
	 	

	to the Option (the “Shares”)
	 	

	 
	 	



	Total Exercise Price
	 	
$

	 
	 	



	Type of Option:
	 	 _____     Incentive Stock Option

	 
	 	 

	 
	 	_____     Non-Qualified Stock Option

	 
	 	 

	Expiration Date:
	 	

	 
	 	



	Post-Termination Exercise Period:
	 	
Three (3) Months




Vesting Schedule:


     Subject to Grantee’s Continuous Service and other limitations set forth in
this Notice, the Plan and the Option Agreement, the Option may be exercised, in
whole or in part, in accordance with the following schedule:


     25% of the Shares subject to the Option shall vest twelve months after the
Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall
vest on each monthly anniversary of the Vesting Commencement Date thereafter.


     During any authorized leave of absence, the vesting of the Option as
provided in this schedule shall cease after the leave of absence exceeds a
period of ninety (90) days. Vesting of the Option shall resume upon the
Grantee’s termination of the leave of absence and return to service to the
Company or a Related Entity.


     In the event of the Grantee’s change in status from Employee to Consultant
or from an Employee whose customary employment is 20 hours or more per week to
an Employee whose customary employment is fewer than 20 hours per week, vesting
of the Option shall continue only to the extent determined by the Administrator
as of such change in status.


 








 


     IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice
and agree that the Option is to be governed by the terms and conditions of this
Notice, the Plan, and the Option Agreement.



	 	Bay Area Multimedia, Inc.,

a California corporation




	 	By:

      _________________________________________ 

      Raymond C. Musci

      President



THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL
VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE
(NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING
SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN
THIS NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE GRANTEE
ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF GRANTEE’S CONTINUOUS
SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE
RIGHT OF THE GRANTEE’S EMPLOYER TO TERMINATE GRANTEE’S CONTINUOUS SERVICE, WITH
OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE.


     The Grantee acknowledges receipt of a copy of the Plan and the Option
Agreement, and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts the Option subject to all of the terms
and provisions hereof and thereof. The Grantee has reviewed this Notice, the
Plan, and the Option Agreement in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Notice, and fully
understands all provisions of this Notice, the Plan and the Option Agreement.
The Grantee hereby agrees that all disputes arising out of or relating to this
Notice, the Plan and the Option Agreement shall be resolved in accordance with
Section 18 of the Option Agreement. The Grantee further agrees to notify the
Company upon any change in the residence address indicated in this Notice.



	 	 	 
	Dated: ___________________________________
	 	
Signed: _______________________________________

               
                 
          Grantee