UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  June 5, 2012

NEULION, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

000-53620
 
98-0469479
(Commission File Number)
 
(IRS Employer Identification No.)
     
1600 Old Country Road, Plainview, NY
 
11803
(Address of Principal Executive Offices)
 
(Zip Code)

(516) 622-8300
(Registrant’s Telephone Number, Including Area Code)


(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

NeuLion, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 5, 2012 (the “Annual Meeting”). On April 18, 2012, the Company’s Board of Directors (the “Board”) approved the NeuLion, Inc. 2012 Omnibus Securities and Incentive Plan  (the “2012 Plan”) and an amendment to the Company’s Amended and Restated Directors’ Compensation Plan, as amended (the “Directors’ Compensation Plan”), to increase the number of shares of common stock, par value $0.01, of the Company (the “Common Stock”) authorized for issuance from 1,500,000 shares of Common Stock to 5,000,000 shares of Common Stock, subject to stockholder approval at the Annual Meeting. At the Annual Meeting, the Company’s stockholders approved the 2012 Plan and the amendment to the Directors’ Compensation Plan.

The purpose of the 2012 Plan is to assist the Company and its affiliates to attract and retain key management employees and non-employee directors of, and non-employee consultants to, the Company and its affiliates and to provide incentives to such individuals to align their interests with those of the Company’s stockholders.  Awards under the 2012 Plan which provide for the issuance of shares of the Company’s Common Stock will be limited in the aggregate to 20,000,000 shares of Common Stock, representing approximately 14% of the Company’s issued and outstanding Common Stock. A description of the 2012 Plan is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2012 (the “Proxy Statement”). The description of the 2012 Plan, is qualified in its entirety by reference to the full text of the 2012 Plan, a copy of which is being filed as Exhibit 10.1 to this Form 8-K.

The purpose of the Directors’ Compensation Plan is to advance the interests of the Company by (i) encouraging its directors to acquire shares of Common Stock, thereby increasing the proprietary interests of such persons in the Company and aligning the interests of such persons with the interests of stockholders generally and (ii) preserving the Company’s cash for other corporate purposes. A description of the Directors’ Compensation Plan is set forth in the Proxy Statement. The description of the Directors’ Compensation Plan is qualified in its entirety by reference to the full text of the Directors’ Compensation Plan, as amended, a copy of which is being filed as Exhibit 10.2 to this Form 8-K.

Item 5.07   Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on Tuesday, June 5, 2012.  Summarized below are final results of the matters voted on at the Annual Meeting:

Matters Voted On
For
Against
Abstain
Non Votes
Election of eight directors of the Company
       
John R. Anderson
51,378,398 768,550 17,100 70,024,485
Gabriel A. Battista
51,380,398 766,550 17,100 70,024,485
Shirley Strum Kenny
51,398,398 748,550 17,100 70,024,485
David Kronfeld
51,401,298 746,550 16,200 70,024,485
Nancy Li
51,365,019 790,929 8,100 70,024,485
G. Scott Paterson
51,270,859 876,989 16,200 70,024,485
Roy E. Reichbach
51,261,859 894,989 7,200 70,024,485
Charles B. Wang
51,345,919 810,929 7,200 70,024,485
         
To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2012
122,086,576 46,150 55,807 -
 
 
 
 
 
 
Matters Voted On
For
Against
Abstain
Non Votes
To approve the adoption of the NeuLion, Inc. 2012 Omnibus Securities and Incentive Plan
50,355,394 1,801,729 6,925 70,024,485
         
To approve an amendment to increase the number of shares of Common Stock of the Company authorized for issuance under the Company’s Amended and Restated Directors’ Compensation Plan, as amended, from 1,500,000 shares of Common Stock to 5,000,000 shares of Common Stock
50,334,794 1,822,654 6,600 70,024,485
         


 
Item 8.01  Other Events

At the Annual Meeting, the Company’s management presented certain financial and market related information to its stockholders via a PowerPoint presentation, a copy of which is being filed as Exhibit 99.1 to this Form 8-K.

Item 9.01               Financial Statements and Exhibits.
 
(d) Exhibits.
 
The following exhibits are filed herewith:
 
Exhibit Number
 
Description
     
10.1
 
NeuLion, Inc. 2012 Omnibus Securities and Incentive Plan
10.2
 
Amended and Restated Directors’ Compensation Plan, as amended
99.1
 
Annual Meeting of Stockholders Presentation
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
NEULION, INC.
   
   
Date: June 5, 2012
By: 
/s/ Roy E. Reichbach
   
Name:
Roy E. Reichbach
   
Title:
General Counsel and Corporate Secretary
 

 
 
 
 
 
Exhibit 10.1
 
 

 
 
NEULION, INC.
 
2012 OMNIBUS SECURITIES AND INCENTIVE PLAN
 
 
 
 
 
 
 
 
 
NEULION, INC.
 2012 OMNIBUS SECURITIES AND INCENTIVE PLAN

Table Of Contents
 
     
Page
       
ARTICLE I
PURPOSE
1
     
ARTICLE II
DEFINITIONS
1
     
ARTICLE III
EFFECTIVE DATE OF PLAN
7
     
ARTICLE IV
ADMINISTRATION
7
 
Section 4.1
Composition of Committee
7
 
Section 4.2
Powers
8
 
Section 4.3
Additional Powers
8
 
Section 4.4
Committee Action
8
       
ARTICLE V
STOCK SUBJECT TO PLAN AND LIMITATIONS THEREON
9
 
Section 5.1
Stock Grant and Award Limits
9
 
Section 5.2
Stock Offered
9
       
ARTICLE VI
ELIGIBILITY FOR AWARDS; TERMINATION OF EMPLOYMENT, DIRECTOR STATUS OR CONSULTANT STATUS
9
 
Section 6.1
Eligibility
9
 
Section 6.2
Termination of Employment or Director Status
10
 
Section 6.3
Termination of Consultant Status
11
 
Section 6.4
Special Termination Rule
12
 
Section 6.5
Termination for Cause
12
       
ARTICLE VII
OPTIONS
 
12
 
Section 7.1
Option Period
12
 
Section 7.2
Limitations on Exercise of Option
12
 
Section 7.3
Special Limitations on Incentive Stock Options
13
 
Section 7.4
Option Agreement
13
 
Section 7.5
Option Price and Payment
14
 
Section 7.6
Stockholder Rights and Privileges
14
 
Section 7.7
Options and Rights in Substitution for Stock Options Granted by Other Corporations
14
 
Section 7.8
Prohibition Against Repricing
14
       
ARTICLE VIII
RESTRICTED STOCK AWARDS
15
 
Section 8.1
Restriction Period to be Established by Committee
15
 
Section 8.2
Other Terms and Conditions
15
 
Section 8.3
Payment for Restricted Stock
16
 
Section 8.4
Restricted Stock Award Agreements
16
       
ARTICLE IX
UNRESTRICTED STOCK AWARDS
16
     
ARTICLE X
RESTRICTED STOCK UNIT AWARDS
16
 
 
 
 
NEULION, INC.
2012 OMNIBUS SECURITIES AND INCENTIVE PLAN

Table Of Contents (continued)
 
     
Page
       
 
Section 10.1
Terms and Conditions
16
 
Section 10.2
Payments
16
       
ARTICLE XI
PERFORMANCE UNIT AWARDS
17
 
Section 11.1
Terms and Conditions
17
 
Section 11.2
Payments
17
       
ARTICLE XII
PERFORMANCE SHARE AWARDS
17
 
Section 12.1
Terms and Conditions
17
 
Section 12.2
Stockholder Rights and Privileges
17
       
ARTICLE XIII
DISTRIBUTION EQUIVALENT RIGHTS
18
 
Section 13.1
Terms and Conditions
18
 
Section 13.2
Interest Equivalents
18
       
ARTICLE XIV
STOCK APPRECIATION RIGHTS
18
 
Section 14.1
Terms and Conditions
18
 
Section 14.2
Tandem Stock Appreciation Rights
19
       
ARTICLE XV
RECAPITALIZATION OR REORGANIZATION
19
 
Section 15.1
Adjustments to Common Stock
19
 
Section 15.2
Recapitalization
20
 
Section 15.3
Other Events
20
 
Section 15.4
Powers Not Affected
20
 
Section 15.5
No Adjustment for Certain Awards
21
       
ARTICLE XVI
AMENDMENT AND TERMINATION OF PLAN
21
     
ARTICLE XVII
MISCELLANEOUS
21
 
Section 17.1
No Right to Award
21
 
Section 17.2
No Rights Conferred
22
 
Section 17.3
Other Laws; No Fractional Shares; Withholding
22
 
Section 17.4
No Restriction on Corporate Action
22
 
Section 17.5
Restrictions on Transfer
23
 
Section 17.6
Beneficiary Designations
23
 
Section 17.7
Rule 16b-3
23
 
Section 17.8
Section 162(m)
24
 
Section 17.9
Section 409A
24
 
Section 17.10
Indemnification
25
 
Section 17.11
Other Plans
25
 
Section 17.12
Limits of Liability
25
 
Section 17.13
Governing Law
25
 
Section 17.14
Severability of Provisions
25
 
 
ii
 
NEULION, INC.
2012 OMNIBUS SECURITIES AND INCENTIVE PLAN

Table Of Contents (continued)
 
     
Page
       
 
Section 17.15
No Funding
25
 
Section 17.16
Headings
25
 
Section 17.17
Terms of Award Agreements
26
 
Section 17.18
Effect of a Change of Control
26
       
APPENDIX A - PROVISION APPLICABLE TO CANADIAN PERSONS
27
 
 
 
 
 
 
 
iii
 

NEULION, INC.
2012 OMNIBUS SECURITIES AND INCENTIVE PLAN
 
ARTICLE I
PURPOSE
 
The purpose of this NeuLion, Inc. 2012 Omnibus Securities and Incentive Plan (the “ Plan ”) is to benefit the stockholders of NeuLion, Inc., a Delaware corporation (the “ Company ”), by assisting the Company to attract, retain and provide incentives to key management employees and nonemployee directors of, and nonemployee consultants to, the Company and its Affiliates, and to align the interests of such employees, nonemployee directors and nonemployee consultants with those of the Company’s stockholders. Accordingly, the Plan provides for the granting of Distribution Equivalent Rights, Incentive Stock Options, Non-Qualified Stock Options, Performance Share Awards, Performance Unit Awards, Restricted Stock Awards, Restricted Stock Unit Awards, Stock Appreciation Rights, Tandem Stock Appreciation Rights, Unrestricted Stock Awards or any combination of the foregoing, as may be best suited to the circumstances of the particular Employee, Director or Consultant as provided herein.
 
ARTICLE II
DEFINITIONS
 
The following definitions shall be applicable throughout the Plan unless the context otherwise requires:
 
“ Affiliate ” shall mean any corporation which, with respect to the Company, is a “subsidiary corporation” within the meaning of Section 424(f) of the Code.
 
“ Award ” shall mean, individually or collectively, any Distribution Equivalent Right, Option, Performance Share Award, Performance Unit Award, Restricted Stock Award, Restricted Stock Unit Award, Stock Appreciation Right or Unrestricted Stock Award.
 
“ Award Agreement ” shall mean a written agreement between the Company and the Holder with respect to an Award, setting forth the terms and conditions of the Award, and each of which shall constitute a part of the Plan.
 
“ Board ” shall mean the Board of Directors of the Company.
 
 
 
 
 
“ Cause ” shall mean (i) if the Holder is a party to an employment or similar agreement with the Company or an Affiliate which agreement defines “Cause” (or a similar term) therein, “ Cause ” shall have the same meaning as provided for in such agreement, or (ii) for a Holder who is not a party to such an agreement, “ Cause ” shall mean termination by the Company or an Affiliate of the employment (or other service relationship) of the Holder by reason of the Holder’s (A) intentional failure to perform reasonably assigned duties, (B) dishonesty or willful misconduct in the performance of the Holder’s duties, (C) involvement in a transaction which is materially adverse to the Company or an Affiliate, (D) breach of fiduciary duty involving personal profit, (E) willful violation of any law, rule, regulation or court order (other than misdemeanor traffic violations and misdemeanors not involving misuse or misappropriation of money or property), (F) commission of an act of fraud or intentional misappropriation or conversion of any asset or opportunity of the Company or an Affiliate, or (G) material breach of any provision of the Plan or the Holder’s Award Agreement or any other written agreement between the Holder and the Company or an Affiliate, in each case as determined in good faith by the Board, the determination of which shall be final, conclusive and binding on all parties.
 
“ Change of Control ” shall mean (i) for a Holder who is a party to an employment or consulting agreement with the Company or an Affiliate which agreement defines “Change of Control” (or a similar term) therein, “ Change of Control ” shall have the same meaning as provided for in such agreement, or (ii) for a Holder who is not a party to such an agreement, “ Change of Control ” shall mean the satisfaction of any one or more of the following conditions (and the “Change of Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied):
 
(a)           Any person (as such term is used in paragraphs 13(d) and 14(d)(2) of the Exchange Act, hereinafter in this definition, “ Person ”), other than the Company or an Affiliate or an employee benefit plan of the Company or an Affiliate, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities;
 
(b)          The closing of a merger, consolidation or other business combination (a “ Business Combination ”) other than a Business Combination in which holders of the Common Stock immediately prior to the Business Combination have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the Business Combination as immediately before;
 
(c)           The closing of an agreement for the sale or disposition of all or substantially all of the Company’s assets to any entity that is not an Affiliate;
 
(d)           The approval by the holders of shares of Common Stock of a plan of complete liquidation of the Company other than a liquidation of the Company into any subsidiary or a liquidation a result of which persons who were stockholders of the Company immediately prior to such liquidation have substantially the same proportionate ownership of shares of common stock of the surviving corporation immediately after such liquidation as immediately before; or
 
 
2
 
 
(e)           Within any twenty-four (24) month period, the Incumbent Directors shall cease to constitute at least a majority of the Board or the board of directors of any successor to the Company; provided , however , that any director elected to the Board, or nominated for election, by a majority of the Incumbent Directors then still in office, shall be deemed to be an Incumbent Director for purposes of this paragraph (e), but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, entity or “group” other than the Board (including, but not limited to, any such assumption that results from paragraphs (a), (b), (c), or (d) of this definition).
 
Notwithstanding the foregoing, a “Change of Control” shall not be deemed to occur if the Company files for bankruptcy, liquidation or reorganization under the United States Bankruptcy Code.
 
“ Code ” shall mean the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to any section and any regulation under such section.
 
“ Committee ” shall mean a committee comprised of not less than three (3) members of the Board who are selected by the Board as provided in Section 4.1.
 
“ Common Stock ” shall mean the common stock, par value $0.01 per share, of the Company.
 
“ Company ” shall mean NeuLion, Inc., a Delaware corporation, and any successor thereto.
 
“ Consultant ” shall mean any non-Employee (individual or entity) advisor to the Company or an Affiliate who or which has contracted directly with the Company or an Affiliate to render bona fide consulting or advisory services thereto.
 
“ Director ” shall mean a member of the Board or a member of the board of directors of an Affiliate, in either case, who is not an Employee.
 
“ Distribution Equivalent Right ” shall mean an Award granted under Article XIII of the Plan which entitles the Holder to receive bookkeeping credits, cash payments and/or Common Stock distributions equal in amount to the distributions that would have been made to the Holder had the Holder held a specified number of shares of Common Stock during the period the Holder held the Distribution Equivalent Right.
 
“ Distribution Equivalent Right Award Agreement ” shall mean a written agreement between the Company and a Holder with respect to a Distribution Equivalent Right Award.
 
“ Effective Date ” shall mean April 18, 2012.
 
 
3
 
 
“ Employee ” shall mean any employee, including officers, of the Company or an Affiliate.
 
“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.
 
“ Fair Market Value ” shall mean, as determined consistent with the applicable requirements of Sections 409A and 422 of the Code, as of any specified date, the volume-weighted average trading price of the Common Stock (calculated by dividing the total value by the total number of shares of Common Stock traded) for the five (5) trading days immediately preceding such date (or, in the event that the Common Stock is not traded on such date, on the immediately preceding trading date) on the Nasdaq Stock Market or a domestic or foreign national securities exchange (including London’s Alternative Investment Market) on which the Common Stock may be listed, as reported in The Wall Street Journal or The Financial Times.  If the Common Stock is not listed on the Nasdaq Stock Market or on a national securities exchange, but is quoted on the OTC Bulletin Board or by the National Quotation Bureau, the Fair Market Value of the Common Stock shall be the mean of the bid and asked prices per share of the Common Stock for such date.  If the Common Stock is not quoted or listed as set forth above, Fair Market Value shall be determined by the Board in good faith by any fair and reasonable means (which means, with respect to a particular Award grant, may be set forth with greater specificity in the applicable Award Agreement).  The Fair Market Value of property other than Common Stock shall be determined by the Board in good faith by any fair and reasonable means, and consistent with the applicable requirements of Sections 409A and 422 of the Code.
 
“ Family Member ” shall mean any child, stepchild, grandchild, parent, stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing the Holder’s household (other than a tenant or employee of the Holder), a trust in which such persons have more than fifty percent (50%) of the beneficial interest, a foundation in which such persons (or the Holder) control the management of assets, and any other entity in which such persons (or the Holder) own more than fifty percent (50%) of the voting interests.
 
“ Holder ” shall mean an Employee, Director or Consultant who has been granted an Award or any such individual’s beneficiary, estate or representative, to the extent applicable.
 
“ Incentive Stock Option ” shall mean an Option which is intended by the Committee to constitute an “incentive stock option” under Section 422 of the Code.
 
“ Incumbent Director ” shall mean, with respect to any period of time specified under the Plan for purposes of determining whether or not a Change of Control has occurred, the individuals who were members of the Board at the beginning of such period.
 
“ Insiders ” shall have the meaning ascribed thereto in Section 5.1.
 
 
4
 
 
“ Non-Qualified Stock Option ” shall mean an Option which is not an Incentive Stock Option.
 
“ Option ” shall mean an Award granted under Article VII of the Plan of an option to purchase shares of Common Stock and includes both Incentive Stock Options and Non-Qualified Stock Options.
 
“ Option Agreement ” shall mean a written agreement between the Company and a Holder with respect to an Option.
 
“ Performance Criteria ” shall mean the criteria that the Committee selects for purposes of establishing the Performance Goal(s) for a Holder for a Performance Period.
 
“ Performance Goals ” shall mean, for a Performance Period, the written goal or goals established by the Committee for the Performance Period based upon the Performance Criteria.
 
“ Performance Period ” shall mean one or more periods of time, which may be of varying and overlapping durations, selected by the Committee, over which the attainment of one or more Performance Goals or other business objectives shall be measured for purposes of determining a Holder’s right to, and the payment of, a Qualified Performance-Based Award.
 
“ Performance Share Award ” shall mean an Award granted under Article XII of the Plan under which, upon the satisfaction of predetermined individual and/or Company (and/or Affiliate) performance goals and/or objectives, shares of Common Stock are paid to the Holder.
 
“ Performance Share Award Agreement ” shall mean a written agreement between the Company and a Holder with respect to a Performance Share Award.
 
“ Performance Unit ” shall mean a Unit awarded to a Holder pursuant to a Performance Unit Award.
 
“ Performance Unit Award ” shall mean an Award granted under Article XI of the Plan under which, upon the satisfaction of predetermined individual and/or Company (and/or Affiliate) performance goals and/or objectives, a cash payment shall be made to the Holder, based on the number of Units awarded to the Holder.
 
“ Performance Unit Award Agreement ” shall mean a written agreement between the Company and a Holder with respect to a Performance Unit Award.
 
“ Plan ” shall mean this NeuLion, Inc. 2012 Omnibus Securities and Incentive Plan, as amended from time to time, together with each of the Award Agreements utilized hereunder.
 
“ Qualified Performance-Based Award ” shall mean an Award intended to qualify as “performance-based” compensation under Section 162(m) of the Code.
 
 
5
 
 
“ Restricted Stock Award ” shall mean an Award granted under Article VIII of the Plan of shares of Common Stock, the transferability of which by the Holder shall be subject to Restrictions.
 
“ Restricted Stock Award Agreement ” shall mean a written agreement between the Company and a Holder with respect to a Restricted Stock Award.
 
“ Restricted Stock Unit Award ”  shall mean an Award granted under Article X of the Plan under which, upon the satisfaction of predetermined individual service-related vesting requirements, a cash payment shall be made to the Holder, based on the number of Units awarded to the Holder.
 
“ Restricted Stock Unit Award Agreement ”  shall mean a written agreement between the Company and a Holder with respect to a Restricted Stock Unit Award.
 
“ Restriction Period ” shall mean the period of time for which shares of Common Stock subject to a Restricted Stock Award shall be subject to Restrictions, as set forth in the applicable Restricted Stock Award Agreement.
 
“ Restrictions ” shall mean forfeiture, transfer and/or other restrictions applicable to shares of Common Stock awarded to an Employee, Director or Consultant under the Plan pursuant to a Restricted Stock Award and set forth in a Restricted Stock Award Agreement.
 
“ Rule 16b-3 ” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act, as such may be amended from time to time, and any successor rule, regulation or statute fulfilling the same or a substantially similar function.
 
“ Stock Appreciation Right ” shall mean an Award granted under Article XIV of the Plan of a right, granted alone or in connection with a related Option, to receive a payment on the date of exercise.
 
“ Stock Appreciation Right Award Agreement ” shall mean a written agreement between the Company and a Holder with respect to a Stock Appreciation Right.
 
“ Tandem Stock Appreciation Right ” shall mean a Stock Appreciation Right granted in connection with a related Option, the exercise of which shall result in termination of the otherwise entitlement to purchase some or all of the shares of Common Stock under the related Option, all as set forth in Section 14.2.
 
“ Ten Percent Stockholder ” shall mean an Employee who, at the time an Incentive Stock Option is granted to him or her, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code), within the meaning of Section 422(b)(6) of the Code.
 
 
6
 
 
“ Total and Permanent Disability ” shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months, all as described in Section 22(e)(3) of the Code.
 
“ Units ” shall mean bookkeeping units, each of which represents such monetary amount as shall be designated by the Committee in each Performance Unit Award Agreement, or represents one (1) share of Common Stock for purposes of each Restricted Stock Unit Award.
 
“ Unrestricted Stock Award ” shall mean an Award granted under Article IX of the Plan of shares of Common Stock which are not subject to Restrictions.
 
“ Unrestricted Stock Award Agreement ” shall mean a written agreement between the Company and a Holder with respect to an Unrestricted Stock Award.
 
ARTICLE III
EFFECTIVE DATE OF PLAN
 
The Plan shall be effective as of the Effective Date, provided that the Plan is approved by the stockholders of the Company within twelve (12) months of such date.
 
ARTICLE IV
ADMINISTRATION
 
Section 4.1             Composition of Committee .  The Plan shall be administered by the Committee, which shall be appointed by the Board.  The Committee shall consist solely of three (3) or more Directors who are each (i) “outside directors” within the meaning of Section 162(m) of the Code (“ Outside Directors ”), (ii) “non-employee directors” within the meaning of Rule 16b-3 (“Non-Employee Directors”) and (iii) “independent” for purposes of any applicable listing requirements; provided , however , that the Board or the Committee may delegate to a committee of one or more members of the Board who are not (x) Outside Directors, the authority to grant Awards to eligible persons who are not (A) then “covered employees” within the meaning of Section 162(m) of the Code and are not expected to be “covered employees” at the time of recognition of income resulting from such Award, or (B) persons with respect to whom the Company wishes to comply with the requirements of Section 162(m) of the Code, and/or (y) Non-Employee Directors, the authority to grant Awards to eligible persons who are not then subject to the requirements of Section 16 of the Exchange Act. If a member of the Committee shall be eligible to receive an Award under the Plan, such Committee member shall have no authority hereunder with respect to his or her own Award.
 
 
7
 
 
Section 4.2             Powers . Subject to the provisions of the Plan, the Committee shall have the sole authority, in its discretion, to make all determinations under the Plan, including but not limited to determining which Employees, Directors or Consultants shall receive an Award, the time or times when an Award shall be made (the date of grant of an Award shall be the date on which the Award is awarded by the Committee), what type of Award shall be granted, the term of an Award, the date or dates on which an Award vests (including acceleration of vesting), the form of any payment to be made pursuant to an Award, the terms and conditions of an Award (including the forfeiture of the Award (and/or any financial gain) if the Holder of the Award violates any applicable restrictive covenant thereof), the Restrictions under a Restricted Stock Award and the number of shares of Common Stock which may be issued under an Award, all as applicable. In making such determinations the Committee may take into account the nature of the services rendered by the respective Employees, Directors and Consultants, their present and potential contribution to the Company’s (or the Affiliate’s) success and such other factors as the Committee in its discretion shall deem relevant.
 
Section 4.3             Additional Powers .  The Committee shall have such additional powers as are delegated to it under the other provisions of the Plan. Subject to the express provisions of the Plan, the Committee is authorized to construe the Plan and the respective Award Agreements executed hereunder, to prescribe such rules and regulations relating to the Plan as it may deem advisable to carry out the intent of the Plan, and to determine the terms, restrictions and provisions of each Award, including such terms, restrictions and provisions as shall be requisite in the judgment of the Committee to cause designated Options to qualify as Incentive Stock Options, and to make all other determinations necessary or advisable for administering the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in any Award Agreement in the manner and to the extent it shall deem expedient to carry it into effect. The determinations of the Committee on the matters referred to in this Article IV shall be conclusive and binding on the Company and all Holders.
 
Section 4.4             Committee Action .  In the absence of specific rules to the contrary, action by the Committee shall require the consent of a majority of the members of the Committee, expressed either orally at a meeting of the Committee or in writing in the absence of a meeting.  No member of the Committee shall have any liability for any good faith action, inaction or determination in connection with the Plan.
 
 
8
 
 
ARTICLE V
STOCK SUBJECT TO PLAN AND LIMITATIONS THEREON
 
Section 5.1              Stock Grant and Award Limits .  The Committee may from time to time grant Awards to one or more Employees, Directors and/or Consultants determined by it to be eligible for participation in the Plan in accordance with the provisions of Article VI. Subject to Article XV, the aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed Twenty Million (20,000,000) shares. Shares shall be deemed to have been issued under the Plan solely to the extent actually issued and delivered pursuant to an Award.  To the extent that an Award lapses, expires, is cancelled, is terminated unexercised or ceases to be exercisable or issuable for any reason, or the rights of its Holder terminate, any shares of Common Stock subject to such Award shall again be available for the grant of a new Award. Notwithstanding any provision in the Plan to the contrary, the maximum number of shares of Common Stock that may be subject to Awards of Options under Article VII and/or Stock Appreciation Rights under Article XIV, in either or both cases granted to any one Employee during any calendar year, shall be One Million (1,000,000) shares (subject to adjustment in the same manner as provided in Article XV with respect to shares of Common Stock subject to Awards then outstanding). The limitation set forth in the preceding sentence shall be applied in a manner which shall permit compensation generated in connection with the exercise of Options or Stock Appreciation Rights to constitute “performance-based” compensation for purposes of Section 162(m) of the Code, including, but not limited to, counting against such maximum number of shares, to the extent required under Section 162(m) of the Code, any shares subject to Options or Stock Appreciation Rights that are canceled or repriced.  Notwithstanding any other provision of the Plan, in no event will the Awards issued to Insiders under the Plan, either alone or when combined with awards made under all other security-based compensation arrangements of the Company, result in shares of Common Stock in excess of Ten Percent (10%) of the Company’s issued and outstanding shares of Common Stock (calculated on a non-diluted basis) being: (a) issued to Insiders in any one (1) year period; or (b) issuable to Insiders at any time. For the purposes of the immediately preceding sentence, “Insiders” shall mean (i) the Chief Executive Officer, the Chief Financial Officer or the Chief Operating Officer of (and any other individual who acts in a similar capacity for) the Company or of a subsidiary of the Company; (ii) a director of the Company or of a subsidiary of the Company; (iii) a person or company responsible for a principal business unit, division or function of the Company; (iv) a management company that provides significant management or administrative services to the Company or a subsidiary of the Company, every director of the management company, the Chief Executive Officer, the Chief Financial Officer or the Chief Operating Officer of (and any other individual who acts in a similar capacity for) the management company, and every stockholder of the management company; (v) an individual performing functions similar to the functions performed by any of the insiders described in clauses (i) to (iv); (vi) any person that (A) in the ordinary course receives or has access to information as to material facts or material changes concerning the Company before the material facts or material changes are generally disclosed; and (B) directly or indirectly exercises, or has the ability to exercise, significant power or influence over the business, operations, capital or development of the Company; or (vii) any other person who is considered an “Insider” within the meaning of the rules of the Toronto Stock Exchange.
 
Section 5.2             Stock Offered .  The stock to be offered pursuant to the grant of an Award may be authorized but unissued Common Stock, Common Stock purchased on the open market or Common Stock previously issued and outstanding and reacquired by the Company.
 
ARTICLE VI
ELIGIBILITY FOR AWARDS; TERMINATION OF
EMPLOYMENT, DIRECTOR STATUS OR CONSULTANT STATUS
 
Section 6.1             Eligibility .  Awards made under the Plan may be granted solely to persons or entities who, at the time of grant, are Employees, Directors or Consultants. An Award may be granted on more than one occasion to the same Employee, Director or Consultant, and, subject to the limitations set forth in the Plan, such Award may include, a Non-Qualified Stock Option, a Restricted Stock Award, an Unrestricted Stock Award, a Distribution Equivalent Right Award, a Performance Stock Award, a Performance Unit Award, a Stock Appreciation Right, a Tandem Stock Appreciation Right, any combination thereof or, solely for Employees, an Incentive Stock Option.
 
 
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Section 6.2             Termination of Employment or Director Status .  Except to the extent inconsistent with the terms of the applicable Award Agreement and/or the provisions of Section 6.4 or 6.5, the following terms and conditions shall apply with respect to the termination of a Holder’s employment with, or status as a Director of, the Company or an Affiliate, as applicable, for any reason, including, without limitation, Total and Permanent Disability or death:
 
(a)           The Holder’s rights, if any, to exercise any then exercisable Non-Qualified Stock Options and/or Stock Appreciation Rights shall terminate:
 
(1)           If such termination is for a reason other than the Holder’s Total and Permanent Disability or death, three (3) months after the date of such termination of employment or after the date of such termination of Director status;
 
(2)           If such termination is on account of the Holder’s Total and Permanent Disability, one (1) year after the date of such termination of employment or Director status; or
 
(3)           If such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s death.
 
Upon such applicable date the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in or with respect to any such Non-Qualified Stock Options and Stock Appreciation Rights.
 
(b)           The Holder’s rights, if any, to exercise any then exercisable Incentive Stock Option shall terminate:
 
(1)           If such termination is for a reason other than the Holder’s Total and Permanent Disability or death, three (3) months after the date of such termination of employment;
 
(2)           If such termination is on account of the Holder’s Total and Permanent Disability, one (1) year after the date of such termination of employment; or
 
(3)           If such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s death.
 
Upon such applicable date the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in or with respect to any such Incentive Stock Options.
 
 
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(c)           If a Holder’s employment with, or status as a Director of, the Company or an Affiliate, as applicable, terminates for any reason prior to the actual or deemed satisfaction and/or lapse of the Restrictions, vesting requirements, terms and conditions applicable to a Restricted Stock Award and/or Restricted Stock Unit Award, such Restricted Stock and/or Restricted Stock Units shall immediately be canceled, and the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Stock and/or Restricted Stock Units. The immediately preceding sentence to the contrary notwithstanding, the Committee, in its sole discretion, may determine, prior to or within thirty (30) days after the date of such termination of employment or Director status, that all or a portion of any such Holder’s Restricted Stock and/or Restricted Stock Units shall not be so canceled and forfeited.
 
Section 6.3              Termination of Consultant Status . Except to the extent inconsistent with the terms of the applicable Award Agreement and/or the provisions of Section 6.4 or 6.5, the following terms and conditions shall apply with respect to the termination of a Holder’s status as a Consultant, for any reason:
 
(a)           The Holder’s rights, if any, to exercise any then exercisable Non-Qualified Stock Options and/or Stock Appreciation Rights shall terminate:
 
(1)           If such termination is for a reason other than the Holder’s death, three (3) months after the date of such termination; or
 
(2)           If such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s death.
 
(b)           If the status of a Holder as a Consultant terminates for any reason prior to the actual or deemed satisfaction and/or lapse of the Restrictions, vesting requirements, terms and conditions applicable to a Restricted Stock Award and/or Restricted Stock Unit Award, such Restricted Stock and/or Restricted Stock Units shall immediately be canceled, and the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Stock and/or Restricted Stock Units. The immediately preceding sentence to the contrary notwithstanding, the Committee, in its sole discretion, may determine, prior to or within thirty (30) days after the date of such termination of such a Holder’s status as a Consultant, that all or a portion of any such Holder’s Restricted Stock and/or Restricted Stock Units shall not be so canceled and forfeited.
 
 
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Section 6.4              Special Termination Rule . Except to the extent inconsistent with the terms of the applicable Award Agreement, and notwithstanding anything to the contrary contained in this Article VI, if a Holder’s employment with, or status as a Director of, the Company or an Affiliate shall terminate, and if, within ninety (90) days of such termination, such Holder shall become a Consultant, such Holder’s rights with respect to any Award or portion thereof granted thereto prior to the date of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion, as if such Holder had been a Consultant for the entire period during which such Award or portion thereof had been outstanding. Should the Committee effect such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not be treated as if his or her employment or Director status had terminated until such time as his or her Consultant status shall terminate, in which case his or her Award, as it may have been reduced in connection with the Holder’s becoming a Consultant, shall be treated pursuant to the provisions of Section 6.3; provided , however , that any such Award which is intended to be an Incentive Stock Option shall, upon the Holder’s no longer being an Employee, automatically convert to a Non-Qualified Stock Option.  Should a Holder’s status as a Consultant terminate, and if, within ninety (90) days of such termination, such Holder shall become an Employee or a Director, such Holder’s rights with respect to any Award or portion thereof granted thereto prior to the date of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion, as if such Holder had been an Employee or a Director, as applicable, for the entire period during which such Award or portion thereof had been outstanding, and, should the Committee effect such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not be treated as if his or her Consultant status had terminated until such time as his or her employment with the Company or an Affiliate, or his or her Director status, as applicable, shall terminate, in which case his or her Award shall be treated pursuant to the provisions of Section 6.2.
 
Section 6.5             Termination for Cause .  Notwithstanding anything in this Article VI or elsewhere in the Plan to the contrary, and unless a Holder’s Award Agreement specifically provides otherwise, should a Holder’s employment, Director status or engagement as a Consultant with or for the Company or an Affiliate be terminated by the Company or Affiliate for Cause, all of such Holder’s then outstanding Awards shall expire immediately and be forfeited in their entirety upon such termination.
 
ARTICLE VII
OPTIONS
 
Section 7.1              Option Period .  The term of each Option shall be as specified in the Option Agreement; provided , however , that except as set forth in Section 7.3, no Option shall be exercisable after the expiration of ten (10) years from the date of its grant.
 
Section 7.2              Limitations on Exercise of Option .  An Option shall be exercisable in whole or in such installments and at such times as specified in the Option Agreement.
 
 
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Section 7.3              Special Limitations on Incentive Stock Options .  To the extent that the aggregate Fair Market Value (determined at the time the respective Incentive Stock Option is granted) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year under all plans of the Company and any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code) which provide for the grant of Incentive Stock Options exceeds One Hundred Thousand Dollars ($100,000) (or such other individual limit as may be in effect under the Code on the date of grant), the portion of such Incentive Stock Options that exceeds such threshold shall be treated as Non-Qualified Stock Options. The Committee shall determine, in accordance with applicable provisions of the Code, Treasury Regulations and other administrative pronouncements, which of a Holder’s Options, which were intended by the Committee to be Incentive Stock Options when granted to the Holder, will not constitute Incentive Stock Options because of such limitation, and shall notify the Holder of such determination as soon as practicable after such determination. No Incentive Stock Option shall be granted to an Employee if, at the time the Incentive Stock Option is granted, such Employee is a Ten Percent Stockholder, unless (i) at the time such Incentive Stock Option is granted the Option price is at least one hundred ten percent (110 %) of the Fair Market Value of the Common Stock subject to the Incentive Stock Option, and (ii) such Incentive Stock Option by its terms is not exercisable after the expiration of five (5) years from the date of grant.  No Incentive Stock Option shall be granted more than ten (10) years from the date on which the Plan is approved by the Company’s stockholders.  The designation by the Committee of an Option as an Incentive Stock Option shall not guarantee the Holder that the Option will satisfy the applicable requirements for “incentive stock option” status under Section 422 of the Code.
 
Section 7.4              Option Agreement . Each Option shall be evidenced by an Option Agreement in such form and containing such provisions not inconsistent with the provisions of the Plan as the Committee from time to time shall approve, including, but not limited to, provisions intended to qualify an Option as an Incentive Stock Option. An Option Agreement may provide for the payment of the Option price, in whole or in part, by the delivery of a number of shares of Common Stock (plus cash if necessary) that have been owned by the Holder for at least six (6) months and having a Fair Market Value equal to such Option price, or such other forms or methods as the Committee may determine from time to time, in each case, subject to such rules and regulations as may be adopted by the Committee. Each Option Agreement shall, solely to the extent inconsistent with the provisions of Sections 6.2, 6.3, 6.4 and 6.5, as applicable, specify the effect of termination of employment, Director status or Consultant status on the exercisability of the Option. Moreover, without limited the generality of the foregoing, an Option Agreement may provide for a “cashless exercise” of the Option, in whole or in part, by (a) establishing procedures whereby the Holder, by a properly-executed written notice, directs (i) an immediate market sale or margin loan as to all or a part of the shares of Common Stock to which he is entitled to receive upon exercise of the Option, pursuant to an extension of credit by the Company to the Holder of the Option price, (ii) the delivery of the shares of Common Stock from the Company directly to a brokerage firm and (iii) the delivery of the Option price from sale or margin loan proceeds from the brokerage firm directly to the Company, or (b) reducing the number of shares of Common Stock to be issued upon exercise of the Option by the number of such shares having an aggregate Fair Market Value equal to the Option price (or portion thereof to be so paid) as of the date of the Option’s exercise.  Each Option Agreement shall, solely to the extent inconsistent with the provisions of Sections 6.2, 6.3, 6.4 and 6.5, as applicable, specify the effect of the termination of the Holder’s employment, Director status or Consultant status on the exercisability of the Option. An Option Agreement may also include provisions relating to (i) subject to the provisions hereof, accelerated vesting of Options, including but not limited to upon the occurrence of a Change of Control, (ii) tax matters (including provisions covering any applicable Employee wage withholding requirements and requiring additional “gross-up” payments to Holders to meet any excise taxes or other additional income tax liability imposed as a result of a payment made upon a Change of Control resulting from the operation of the Plan or of such Option Agreement) and (iii) any other matters not inconsistent with the terms and provisions of the Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Option Agreements need not be identical.
 
 
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Section 7.5              Option Price and Payment .  The price at which a share of Common Stock may be purchased upon exercise of an Option shall be determined by the Committee; provided , however , that such Option price (i) shall not be less than the Fair Market Value of a share of Common Stock on the date such Option is granted, and (ii) shall be subject to adjustment as provided in Article XV. The Option or portion thereof may be exercised by delivery of an irrevocable notice of exercise to the Company. The Option price for the Option or portion thereof shall be paid in full in the manner prescribed by the Committee as set forth in the Plan and the applicable Option Agreement, which manner, with the consent of the Committee, may include the withholding of shares of Common Stock otherwise issuable in connection with the exercise of the Option, for purposes of Section 7.4(b). Separate stock certificates shall be issued by the Company for those shares of Common Stock acquired pursuant to the exercise of an Incentive Stock Option and for those shares of Common Stock acquired pursuant to the exercise of a Non-Qualified Stock Option.
 
Section 7.6              Stockholder Rights and Privileges . The Holder of an Option shall be entitled to all the privileges and rights of a stockholder of the Company solely with respect to such shares of Common Stock as have been purchased under the Option and for which certificates of stock have been registered in the Holder’s name.
 
Section 7.7              Options and Rights in Substitution for Stock Options Granted by Other Corporations .  Options may be granted under the Plan from time to time in substitution for stock options held by individuals employed by entities who become Employees as a result of a merger or consolidation of the employing entity with the Company or any Affiliate, or the acquisition by the Company or an Affiliate of the assets of the employing entity, or the acquisition by the Company or an Affiliate of stock of the employing entity with the result that such employing entity becomes an Affiliate.
 
Section 7.8              Prohibition Against Repricing .  Except to the extent (i) approved in advance by holders of a majority of the shares of the Company entitled to vote generally in the election of directors, excluding any shares of the Company voted by any Holder benefiting from the amendment, or (ii) as a result of any Change of Control or any adjustment as provided in Article XV, the Committee shall not have the power or authority to reduce, whether through amendment or otherwise, the exercise price under any outstanding Option or Stock Appreciation right, or to grant any new Award or make any payment of cash in substitution for or upon the cancellation of Options and/or Stock Appreciation Rights previously granted.
 
 
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ARTICLE VIII
RESTRICTED STOCK AWARDS
 
Section 8.1              Restriction Period to be Established by Committee .  At the time a Restricted Stock Award is made, the Committee shall establish the Restriction Period applicable to such Award. Each Restricted Stock Award may have a different Restriction Period, in the discretion of the Committee. The Restriction Period applicable to a particular Restricted Stock Award shall not be changed except as permitted by Section 8.2.
 
Section 8.2              Other Terms and Conditions .  Common Stock awarded pursuant to a Restricted Stock Award shall be represented by a stock certificate registered in the name of the Holder of such Restricted Stock Award. The Holder shall have the right to receive dividends on the Common Stock during the Restriction Period, except that (i) the Holder shall not be entitled to delivery of the stock certificate until the Restriction Period shall have expired, (ii) the Company shall retain custody of the stock certificate during the Restriction Period (with a stock power endorsed by the Holder in blank), (iii) the Holder may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the Common Stock during the Restriction Period and (iv) a breach of the terms and conditions established by the Committee pursuant to the Restricted Stock Award Agreement shall cause a forfeiture of the Restricted Stock Award. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Restricted Stock Awards, including, but not limited to, rules pertaining to the effect of termination of employment, Director status or Consultant status prior to expiration of the Restriction Period. Such additional terms, conditions or restrictions shall, to the extent inconsistent with the provisions of Sections 6.2, 6.3 and 6.4, as applicable, be set forth in a Restricted Stock Award Agreement made in conjunction with the Award. Such Restricted Stock Award Agreement may also include provisions relating to (i) subject to the provisions hereof, accelerated vesting of Awards, including but not limited to accelerated vesting upon the occurrence of a Change of Control, (ii) tax matters (including provisions covering any applicable Employee wage withholding requirements and requiring additional “gross-up” payments to Holders to meet any excise taxes or other additional income tax liability imposed as a result of a payment made in connection with a Change of Control resulting from the operation of the Plan or of such Restricted Stock Award Agreement) and (iii) any other matters not inconsistent with the terms and provisions of the Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Restricted Stock Agreements need not be identical.  All shares of Common Stock delivered to a Holder as part of a Restricted Stock Award shall be delivered and reported by the Company or the Affiliate, as applicable, to the Holder by no later than by the fifteenth (15 th ) day of the third (3 rd ) calendar month next following the end of the Company’s fiscal year in which the Holder’s entitlement to such shares becomes vested.
 
 
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Section 8.3              Payment for Restricted Stock .  The Committee shall determine the amount and form of any payment from a Holder for Common Stock received pursuant to a Restricted Stock Award, if any, provided that in the absence of such a determination, a Holder shall not be required to make any payment for Common Stock received pursuant to a Restricted Stock Award, except to the extent otherwise required by law.
 
Section 8.4              Restricted Stock Award Agreements . At the time any Award is made under this Article VIII, the Company and the Holder shall enter into a Restricted Stock Award Agreement setting forth each of the matters contemplated hereby and such other matters as the Committee may determine to be appropriate.
 
ARTICLE IX
UNRESTRICTED STOCK AWARDS
 
Pursuant to the terms of the applicable Unrestricted Stock Award Agreement, a Holder may be awarded (or sold) shares of Common Stock which are not subject to Restrictions, in consideration for past services rendered thereby to the Company or an Affiliate or for other valid consideration.
 
ARTICLE X
RESTRICTED STOCK UNIT AWARDS
 
Section 10.1            Terms and Conditions .  The Committee shall set forth in the applicable Restricted Stock Unit Award Agreement the individual service-based vesting requirement which the Holder would be required to satisfy before the Holder would become entitled to payment pursuant to Section 10.2 and the number of Units awarded to the Holder.  Such payment shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code.  At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Restricted Stock Unit Awards, including, but not limited to, rules pertaining to the effect of termination of employment, Director status or Consultant status prior to expiration of the applicable vesting period.  The terms and conditions of the respective Restricted Stock Unit Award Agreements need not be identical.
 
Section 10.2            Payments .  The Holder of a Restricted Stock Unit shall be entitled to receive a cash payment equal to the Fair Market Value of a share of Common Stock, or one (1) share of Common Stock, as determined in the sole discretion of the Committee and as set forth in the Restricted Stock Unit Award Agreement, for each Restricted Stock Unit subject to such Restricted Stock Unit Award, if the Holder satisfies the applicable vesting requirement.  Such payment shall be made no later than by the fifteenth (15 th ) day of the third (3 rd ) calendar month next following the end of the calendar year in which the Restricted Stock Unit first becomes vested.
 
 
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ARTICLE XI
PERFORMANCE UNIT AWARDS
 
Section 11.1            Terms and Conditions .  The Committee shall set forth in the applicable Performance Unit Award Agreement the performance goals and objectives (and the period of time to which such goals and objectives shall apply) which the Holder and/or the Company would be required to satisfy before the Holder would become entitled to payment pursuant to Section 11.2, the number of Units awarded to the Holder and the dollar value assigned to each such Unit.  Such payment shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code.  At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Performance Unit Awards, including, but not limited to, rules pertaining to the effect of termination of employment, Director status or Consultant status prior to expiration of the applicable performance period.  The terms and conditions of the respective Performance Unit Award Agreements need not be identical.
 
Section 11.2            Payments .  The Holder of a Performance Unit shall be entitled to receive a cash payment equal to the dollar value assigned to such Unit under the applicable Performance Unit Award Agreement if the Holder and/or the Company satisfy (or partially satisfy, if applicable under the applicable Performance Unit Award Agreement) the performance goals and objectives set forth in such Performance Unit Award Agreement.  If achieved, such payment shall be made no later than by the fifteenth (15 th ) day of the third (3 rd ) calendar month next following the end of the Company’s fiscal year to which such performance goals and objectives relate.
 
ARTICLE XII
PERFORMANCE SHARE AWARDS
 
Section 12.1            Terms and Conditions .  The Committee shall set forth in the applicable Performance Share Award Agreement the performance goals and objectives (and the period of time to which such goals and objectives shall apply) which the Holder and/or the Company would be required to satisfy before the Holder would become entitled to the receipt of shares of Common Stock pursuant to such Holder’s Performance Share Award and the number of shares of Common Stock subject to such Performance Share Award.  Such payment shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code and, if such goals and objectives are achieved, the distribution of such Common Shares shall be made no later than by the fifteenth (15 th ) day of the third (3 rd ) calendar month next following the end of the Company’s fiscal year to which such goals and objectives relate.  At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Performance Share Awards, including, but not limited to, rules pertaining to the effect of termination of the Holder’s employment, Director status or Consultant status prior to the expiration of the applicable performance period.  The terms and conditions of the respective Performance Share Award Agreements need not be identical.
 
Section 12.2            Stockholder Rights and Privileges .  The Holder of a Performance Share Award shall have no rights as a stockholder of the Company until such time, if any, as the Holder actually receives shares of Common Stock pursuant to the Performance Share Award.
 
 
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ARTICLE XIII
DISTRIBUTION EQUIVALENT RIGHTS
 
Section 13.1            Terms and Conditions .  The Committee shall set forth in the applicable Distribution Equivalent Rights Award Agreement the terms and conditions applicable to such Award, including whether the Holder is to receive credits currently in cash, is to have such credits reinvested (at Fair Market Value determined as of the date of reinvestment) in additional shares of Common Stock or is to be entitled to choose among such alternatives. Such receipt shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code and, if such Award becomes vested, the distribution of such cash or shares of Common Stock shall be made no later than by the fifteenth (15 th ) day of the third (3 rd ) calendar month next following the end of the Company’s fiscal year in which the Holder’s interest in the Award vests. Distribution Equivalent Rights Awards may be settled in cash or in shares of Common Stock, as set forth in the applicable Distribution Equivalent Rights Award Agreement. A Distribution Equivalent Rights Award may, but need not be, awarded in tandem with another Award, whereby, if so awarded, such Distribution Equivalent Rights Award shall expire, terminate or be forfeited by the Holder, as applicable, under the same conditions as under such other Award.
 
Section 13.2           Interest Equivalents .  The Distribution Equivalent Rights Award Agreement for a Distribution Equivalent Rights Award may provide for the crediting of interest on a Distribution Rights Award to be settled in cash at a future date (but in no event later than by the fifteenth (15 th ) day of the third (3 rd ) calendar month next following the end of the Company’s fiscal year in which such interest was credited), at a rate set forth in the applicable Distribution Equivalent Rights Award Agreement, on the amount of cash payable thereunder.
 
ARTICLE XIV
STOCK APPRECIATION RIGHTS
 
Section 14.1           Terms and Conditions .  The Committee shall set forth in the applicable Stock Appreciation Right Award Agreement the terms and conditions of the Stock Appreciation Right, including (i) the base value (the “ Base Value ”) for the Stock Appreciation Right, which for purposes of a Stock Appreciation Right which is not a Tandem Stock Appreciation Right, shall be not less than the Fair Market Value of a share of the Common Stock on the date of grant of the Stock Appreciation Right, (ii) the number of shares of Common Stock subject to the Stock Appreciation Right, (iii) the period during which the Stock Appreciation Right may be exercised; provided , however , that no Stock Appreciation Right shall be exercisable after the expiration of ten (10) years from the date of its grant, and (iv) any other special rules and/or requirements which the Committee imposes upon the Stock Appreciation Right. Upon the exercise of some or all of a Stock Appreciation Right, the Holder shall receive a payment from the Company, in cash or in the form of shares of Common Stock having an equivalent Fair Market Value or in a combination of both, as determined in the sole discretion of the Committee, equal to the product of:
 
 
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(a)           The excess of (i) the Fair Market Value of a share of the Common Stock on the date of exercise, over (ii) the Base Value, multiplied by;
 
(b)           The number of shares of Common Stock with respect to which the Stock Appreciation Right is exercised.
 
Section 14.2            Tandem Stock Appreciation Rights . If the Committee grants a Stock Appreciation Right which is intended to be a Tandem Stock Appreciation Right, the Tandem Stock Appreciation Right shall be granted at the same time as the related Option, and the following special rules shall apply:
 
(a)           The Base Value shall be equal to or greater than the per share exercise price under the related Option;
 
(b)           The Tandem Stock Appreciation Right may be exercised for all or part of the shares of Common Stock which are subject to the related Option, but solely upon the surrender by the Holder of the Holder’s right to exercise the equivalent portion of the related Option (and when a share of Common Stock is purchased under the related Option, an equivalent portion of the related Tandem Stock Appreciation Right shall be cancelled);
 
(c)           The Tandem Stock Appreciation Right shall expire no later than the date of the expiration of the related Option;
 
(d)           The value of the payment with respect to the Tandem Stock Appreciation Right may be no more than one hundred percent (100%) of the difference between the per share exercise price under the related Option and the Fair Market Value of the shares of Common Stock subject to the related Option at the time the Tandem Stock Appreciation Right is exercised, multiplied by the number of shares of Common Stock with respect to which the Tandem Stock Appreciation Right is exercised; and
 
(e)           The Tandem Stock Appreciation Right may be exercised solely when the Fair Market Value of a share of Common Stock subject to the related Option exceeds the per share exercise price under the related Option.
 
ARTICLE XV
RECAPITALIZATION OR REORGANIZATION
 
Section 15.1            Adjustments to Common Stock .  The shares with respect to which Awards may be granted under the Plan are shares of Common Stock as presently constituted; provided , however , that if, and whenever, prior to the expiration or distribution to the Holder of shares of Common Stock underlying an Award theretofore granted, the Company shall effect a subdivision or consolidation of shares of Common Stock or the payment of a stock dividend on Common Stock without receipt of consideration by the Company, the number of shares of Common Stock with respect to which such Award may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per share of the Common Stock shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per share of the Common Stock shall be proportionately increased. Notwithstanding the foregoing or any other provision of this Article XV, any adjustment made with respect to an Award (x) which is an Incentive Stock Option, shall comply with the requirements of Section 424(a) of the Code, and in no event shall any adjustment be made which would render any Incentive Stock Option granted under the Plan to be other than an “incentive stock option” for purposes of Section 422 of the Code, and (y) which is a Non-Qualified Stock Option, shall comply with the requirements of Section 409A of the Code, and in no event shall any adjustment be made which would render any Non-Qualified Stock Option granted under the Plan to become subject to Section 409A of the Code.
 
 
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Section 15.2            Recapitalization .  If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of a previously granted Award, the Holder shall be entitled to receive (or entitled to purchase, if applicable) under such Award, in lieu of the number of shares of Common Stock then covered by such Award, the number and class of shares of stock and securities to which the Holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Holder had been the holder of record of the number of shares of Common Stock then covered by such Award.
 
Section 15.3            Other Events .  In the event of changes to the outstanding Common Stock by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after the date of the grant of any Award and not otherwise provided for under this Article XV, any outstanding Awards and any Award Agreements evidencing such Awards shall be adjusted by the Board, in such manner as the Board shall deem equitable or appropriate taking into consideration the applicable accounting and tax consequences, as to the number and price of shares of Common Stock or other consideration subject to such Awards. In the event of any adjustment pursuant to Sections 15.1, 15.2 or this Section 15.3, the aggregate number of shares available under the Plan pursuant to Section 5.1 (and the Code Section 162(m) limit set forth therein) may be appropriately adjusted by the Board, the determination of which shall be conclusive.  In addition, the Committee may make provision for a cash payment to a Participant or a person who has an outstanding Award.  The number of shares of Common Stock subject to any Award shall be rounded to the nearest whole number.
 
Section 15.4            Powers Not Affected .  The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or of the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change of the Company’s capital structure or business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting Common Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.
 
 
20
 
 
Section 15.5            No Adjustment for Certain Awards .  Except as hereinabove expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect previously granted Awards, and no adjustment by reason thereof shall be made with respect to the number of shares of Common Stock subject to Awards theretofore granted or the purchase price per share, if applicable.
 
ARTICLE XVI
AMENDMENT AND TERMINATION OF PLAN
 
The Plan shall continue in effect, unless sooner terminated pursuant to this Article XVI, until the tenth (10 th ) anniversary of the date on which it is adopted by the Board (except as to Awards outstanding on that date).  The Board in its discretion may terminate the Plan at any time with respect to any shares for which Awards have not theretofore been granted; provided , however , that the Plan’s termination shall not materially and adversely impair the rights of a Holder with respect to any Award theretofore granted without the consent of the Holder. The Board may without stockholder approval but subject to receipt of the approval of the Toronto Stock Exchange, in its sole discretion make (i) amendments to the Plan of a housekeeping nature; (ii) a change to the vesting provisions of an Award or the Plan; (iii) a change to the termination provisions of an Award or the Plan which does not entail an extension beyond the original expiry date, except as contemplated in the Plan; and (iv) the addition of a cashless exercise feature, payable in cash or securities, which provides for a full deduction of the number of underlying securities from the Plan reserve; provided , however (and subject to the following sentence), that without the approval by a majority of the votes cast at a meeting of stockholders at which a quorum representing a majority of the shares of the Company entitled to vote generally in the election of directors is present in person or by proxy, no amendment or modification of the Plan may:
 
 
(i)
modify the limits with respect to the maximum number of shares of Common Stock reserved for grant under this Plan;
 
(ii)
amend this Article XVI;
 
(iii)
amend, modify or suspend Section 7.8 (repricing prohibitions), including reducing the exercise price of an Option benefiting an Insider;
 
(iv)
extend the term of an Option benefiting an Insider;
 
(v)
disproportionately increase the benefits accruing to Insiders; or
 
(vi)
amend the limits with respect to Insiders set forth in Section 5.1.
 
With respect to items (iii), (iv), (v) and (vi), any stockholder approval at a meeting of stockholders must exclude any shares of the Company voted by any Insiders benefiting from the amendment or modification.  For greater certainty, shares of the Company voted by any Holder and any Insider will be included in the applicable quorum and stockholder vote with respect to an increase in the maximum number of shares issuable under the Plan.  In addition, no change in any Award theretofore granted may be made which would materially and adversely impair the rights of a Holder with respect to such Award without the consent of the Holder (unless such change is required in order to cause the benefits under the Plan to qualify as “performance-based” compensation within the meaning of Section 162(m) of the Code or to exempt the Plan or any Award from Section 409A of the Code).
 
ARTICLE XVII
MISCELLANEOUS
 
Section 17.1            No Right to Award .  Neither the adoption of the Plan by the Company nor any action of the Board or the Committee shall be deemed to give an Employee, Director or Consultant any right to an Award except as may be evidenced by an Award Agreement duly executed on behalf of the Company, and then solely to the extent and on the terms and conditions expressly set forth therein.
 
 
21
 
 
Section 17.2            No Rights Conferred .  Nothing contained in the Plan shall (i) confer upon any Employee any right with respect to continuation of employment with the Company or any Affiliate, (ii) interfere in any way with any right of the Company or any Affiliate to terminate the employment of an Employee at any time, (iii) confer upon any Director any right with respect to continuation of such Director’s membership on the Board, (iv) interfere in any way with any right of the Company or an Affiliate to terminate a Director’s membership on the Board at any time, (v) confer upon any Consultant any right with respect to continuation of his or her consulting engagement with the Company or any Affiliate, or (vi) interfere in any way with any right of the Company or an Affiliate to terminate a Consultant’s consulting engagement with the Company or an Affiliate at any time.
 
Section 17.3           Other Laws; No Fractional Shares; Withholding .  The Company shall not be obligated by virtue of any provision of the Plan to recognize the exercise of any Award or to otherwise sell or issue shares of Common Stock in violation of any laws, rules or regulations, and any postponement of the exercise or settlement of any Award under this provision shall not extend the term of such Award.  Neither the Company nor its directors or officers shall have any obligation or liability to a Holder with respect to any Award (or shares of Common Stock issuable thereunder) (i) that shall lapse because of such postponement, or (ii) for any failure to comply with the requirements of any applicable law, rules or regulations, including but not limited to any failure to comply with the requirements of Section 409A of this Code.  No fractional shares of Common Stock shall be delivered, nor shall any cash in lieu of fractional shares be paid. The Company shall have the right to deduct in cash (whether under this Plan or otherwise) in connection with all Awards any taxes required by law to be withheld and to require any payments required to enable it to satisfy its withholding obligations. In the case of any Award satisfied in the form of shares of Common Stock, no shares shall be issued unless and until arrangements satisfactory to the Company shall have been made to satisfy any tax withholding obligations applicable with respect to such Award. Subject to such terms and conditions as the Committee may impose, the Company shall have the right to retain, or the Committee may, subject to such terms and conditions as it may establish from time to time, permit Holders to elect to tender, Common Stock (including Common Stock issuable in respect of an Award) to satisfy, in whole or in part, the amount required to be withheld.
 
Section 17.4            No Restriction on Corporate Action .  Nothing contained in the Plan shall be construed to prevent the Company or any Affiliate from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan. No Employee, Director, Consultant, beneficiary or other person shall have any claim against the Company or any Affiliate as a result of any such action.
 
 
22
 
 
Section 17.5            Restrictions on Transfer . No Award under the Plan or any Award Agreement and no rights or interests herein or therein, shall or may be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of by a Holder except (i) by will or by the laws of descent and distribution, or (ii) except for an Incentive Stock Option, by gift to any Family Member of the Holder. An Award may be exercisable during the lifetime of the Holder only by such Holder or by the Holder’s guardian or legal representative unless it has been transferred by gift to a Family Member of the Holder, in which case it shall be exercisable solely by such transferee. Notwithstanding any such transfer, the Holder shall continue to be subject to the withholding requirements provided for under Section 17.3 hereof.
 
Section 17.6           Beneficiary Designations .  Each Holder may, from time to time, name a beneficiary or beneficiaries (who may be contingent or successive beneficiaries) for purposes of receiving any amount which is payable in connection with an Award under the Plan upon or subsequent to the Holder’s death. Each such beneficiary designation shall serve to revoke all prior beneficiary designations, be in a form prescribed by the Company and be effective solely when filed by the Holder in writing with the Company during the Holder’s lifetime. In the absence of any such written beneficiary designation, for purposes of the Plan, a Holder’s beneficiary shall be the Holder’s estate.
 
Section 17.7            Rule 16b-3 .  It is intended that the Plan and any Award made to a person subject to Section 16 of the Exchange Act shall meet all of the requirements of Rule 16b-3. If any provision of the Plan or of any such Award would disqualify the Plan or such Award under, or would otherwise not comply with the requirements of, Rule 16b-3, such provision or Award shall be construed or deemed to have been amended as necessary to conform to the requirements of Rule 16b-3.
 
 
23
 
 
Section 17.8            Section 162(m) .  It is intended that the Plan shall comply fully with and meet all the requirements of Section 162(m) of the Code so that Awards hereunder which are made to Holders who are “covered employees” (as defined in Section 162(m) of the Code) shall constitute “performance-based” compensation within the meaning of Section 162(m) of the Code. Any Performance Goal(s) applicable to Qualified Performance-Based Awards shall be objective, shall be established not later than ninety (90) days after the beginning of any applicable Performance Period (or at such other date as may be required or permitted for “performance-based” compensation under Section 162(m) of the Code) and shall otherwise meet the requirements of Section 162(m) of the Code, including the requirement that the outcome of the Performance Goal or Goals be substantially uncertain (as defined in the regulations under Section 162(m) of the Code) at the time established.  The Performance Criteria to be utilized under the Plan to establish Performance Goals shall consist of objective tests based on one or more of the following: earnings or earnings per share, cash flow or cash flow per share, operating cash flow or operating cash flow per share revenue growth, product revenue growth, financial return ratios (such as return on equity, return on investment and/or return on assets), share price performance, stockholder return, equity and/or value, operating income, operating margins, earnings before interest, taxes, depreciation and amortization, earnings, pre- or post-tax income, economic value added (or an equivalent metric), profit returns and margins, credit quality, sales growth, market share, working capital levels, comparisons with various stock market indices, year-end cash, debt reduction, assets under management, operating efficiencies, strategic partnerships or transactions (including co-development, co-marketing, profit sharing, joint venture or other similar arrangements), and/or financing and other capital raising transaction.  Performance criteria may be established on a Company-wide basis or with respect to one or more Company business units or divisions or subsidiaries; and either in absolute terms, relative to the performance of one or more similarly situated companies, or relative to the performance of an index covering a peer group of companies.  When establishing Performance Goals for the applicable Performance Period, the Committee may exclude any or all “extraordinary items” as determined under U.S. generally accepted accounting principles including, without limitation, the charges or costs associated with restructurings of the Company, discontinued operations, other unusual or non-recurring items, and the cumulative effects of accounting changes, and as identified in the Company’s financial statements, notes to the Company’s financial statements or management’s discussion and analysis of financial condition and results of operations contained in the Company’s most recent annual report filed with the U.S. Securities and Exchange Commission pursuant to the Exchange Act.  Holders who are “covered employees” (as defined in Section 162(m) of the Code) shall be eligible to receive payment under a Qualified Performance-Based Award which is subject to achievement of a Performance Goal or Goals only if the applicable Performance Goal or Goals are achieved within the applicable Performance Period, as determined by the Committee.  If any provision of the Plan would disqualify the Plan or would not otherwise permit the Plan to comply with Section 162(m) of the Code as so intended, such provision shall be construed or deemed amended to conform to the requirements or provisions of Section 162(m) of the Code.  The Committee may postpone the exercising of Awards, the issuance or delivery of Common Stock under any Award or any action permitted under the Plan to prevent the Company or any subsidiary from being denied a federal income tax deduction with respect to any Award other than an Incentive Stock Option, provided that such deferral satisfies the requirements of Section 409A of the Code.  For purposes of the requirements of Treasury Regulation Section 1.162-27(e)(4)(i), the maximum amount of compensation that may be paid to any Employee under the Plan for a calendar year shall be Ten Million Dollars ($10,000,000).
 
Section 17.9            Section 409A .  Notwithstanding any other provision of the Plan, the Committee shall have no authority to issue an Award under the Plan with terms and/or conditions which would cause such Award to constitute non-qualified “deferred compensation” under Section 409A of the Code.  Accordingly, by way of example but not limitation, no Option shall be granted under the Plan with a per share Option exercise price which is less than the Fair Market Value of a share of Common Stock on the date of grant of the Option.  Notwithstanding anything herein to the contrary, no Award Agreement shall provide for any deferral feature with respect to an Award which constitutes a deferral of compensation under Section 409A of the Code.  The Plan and all Award Agreements are intended to comply with the requirements of Section 409A of the Code (so as to be exempt therefrom) and shall be so interpreted and construed.
 
 
24
 
 
Section 17.10          Indemnification .  Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred thereby in connection with or resulting from any claim, action, suit, or proceeding to which such person may be made a party or may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid thereby in settlement thereof, with the Company’s approval, or paid thereby in satisfaction of any judgment in any such action, suit, or proceeding against such person; provided , however , that such person shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf.  The foregoing right of indemnification shall not be exclusive and shall be independent of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-laws, by contract, as a matter of law, or otherwise.
 
Section 17.11          Other Plans .  No Award, payment or amount received hereunder shall be taken into account in computing an Employee’s salary or compensation for the purposes of determining any benefits under any pension, retirement, life insurance or other benefit plan of the Company or any Affiliate, unless such other plan specifically provides for the inclusion of such Award, payment or amount received.  Nothing in the Plan shall be construed to limit the right of the Company to establish other plans or to pay compensation to its employees, in cash or property, in a manner which is not expressly authorized under the Plan.
 
Section 17.12          Limits of Liability .  Any liability of the Company with respect to an Award shall be based solely upon the contractual obligations created under the Plan and the Award Agreement. None of the Company, any member of the Board nor any member of the Committee shall have any liability to any party for any action taken or not taken, in good faith, in connection with or under the Plan.
 
Section 17.13          Governing Law .  Except as otherwise provided herein, the Plan shall be construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law.
 
Section 17.14          Severability of Provisions .  If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of the Plan, and the Plan shall be construed and enforced as if such invalid or unenforceable provision had not been included in the Plan.
 
Section 17.15          No Funding .  The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of funds or assets to ensure the payment of any Award.
 
Section 17.16          Headings . Headings used throughout the Plan are for convenience only and shall not be given legal significance.
 
 
25
 
 
Section 17.17          Terms of Award Agreements . Each Award shall be evidenced by an Award Agreement, which Award Agreement, if it provides for the issuance of Common Stock, shall require the Holder to enter into and be bound by the terms of the Company’s Stockholders’ Agreement, if any.  The terms of the Award Agreements utilized under the Plan need not be the same.
 
Section 17.18          Effect of a Change of Control .  In the event of a Change of Control, all then outstanding Awards shall automatically become full vested and, as applicable, immediately exercisable.
 
 
 
 

 
 
26
 
 
NEULION INC. 2012 OMNIBUS SECURITIES AND INCENTIVE PLAN
 
APPENDIX A
 
 PROVISION APPLICABLE TO CANADIAN PERSONS
 
Notwithstanding the definition of “Consultant” contained in Section 1.1 of the NeuLion, Inc. 2012 Omnibus Securities and Incentive Plan (the “Plan”), for the purposes of determining whether a person or company that is resident in any province of territory of Canada or is otherwise subject to the laws of any province or territory of Canada or the federal laws of Canada applicable therein qualifies as a “Consultant” under the Plan, reference shall be had to the following definition of “Consultant”:
 
“Consultant” shall mean any non-Employee (individual or entity) advisor to the Company or an Affiliate who or which has a written contract directly with the Company or an Affiliate to render bona fide consulting or advisory services thereto, other than services provided in relation to a distribution of securities of the Company, and who spends or will spend a significant amount of time and attention on the affairs and business of Company or an Affiliate.
 
All capitalized terms not otherwise defined in this Appendix A will have the meaning ascribed to such capitalized term in the Plan.
 
 
 
 
 
 
27
Exhibit 10.2
 
AMENDED AND RESTATED DIRECTORS’ COMPENSATION PLAN
NEULION, INC. (formerly JumpTV Inc.),
as amended on May 13, 2009, July 14, 2009, June 15, 2010 and June 5, 2012

 
ARTICLE 1
PURPOSE AND INTERPRETATION
 

1.1
Plan
 
This compensation plan (the “ Plan ”) supersedes any and all prior plans relating to the issuance of Common Shares to Directors by NeuLion in lieu of cash payments.
 
1.2
Purpose
 
The purpose of this Plan is to advance the interests of NeuLion by (i) encouraging its Directors to acquire Common Shares, thereby, increasing the proprietary interests of such persons in NeuLion and aligning the interests of such persons with the interests of NeuLion’s shareholders generally; and (ii) preserving NeuLion’s cash for other corporate purposes.
 
1.3
Administration
 
 
(a)
This Plan will be administered by the Board or a Committee of the Board duly appointed for this purpose by the Board and consisting of not less than 2 Directors.  If a Committee is appointed for this purpose, all references to the term “Board” will be deemed to be references to the Committee.
 
 
(b)
Subject to the limitations of this Plan, the Board has the authority: (i) to grant Common Shares to Directors under the Plan; (ii) to determine the terms, including the limitations, restrictions and conditions, if any, upon such grants; (iii) to interpret this Plan and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to this Plan as it may from time to time deem advisable, subject to required prior approval by any applicable regulatory authority; and (iv) to make all other determinations and to take all other actions in connection with the implementation and administration of this Plan as it may deem necessary or advisable.  The Board’s guidelines, rules, regulations, interpretations and determinations will be conclusive and binding upon all parties.
 
1.4
Interpretation
 
For the purposes herein, the following terms have the meanings ascribed thereto as follows:
 
 
(a)
“ Board of Directors ” or “ Board ” means the board of directors of NeuLion;
 
 
(b)
“ Chairman ” means the Chairman of a committee of NeuLion;
 
 
 
 
 
 
(c)
“ Committee ” means an independent committee (within the meaning of applicable securities laws) of the Board;
 
 
(d)
“ Common Shares ” means the common shares in the share capital of NeuLion;
 
 
(e)
“ Director ” means a person who is elected or appointed as a director of NeuLion from time to time;
 
 
(f)
“ Insider ” means:
 
 
(i)
an insider as defined in the Securities Act (Ontario), other than a person who falls within that definition solely by virtue of being a director or senior officer of a subsidiary of NeuLion; and
 
 
(ii)
an associate, as defined in the Securities Act (Ontario), of any person who is an Insider by virtue of (i) above;
 
 
(g)
“ Management Director ”   means a Director of NeuLion other than a Non-Management Director;
 
 
(h)
“ NeuLion ” means NeuLion, Inc. (formerly JumpTV Inc.);
 
 
(i)
“ Non-Management Director ”   means a Director who is not otherwise an officer, employee or consultant of NeuLion;
 
 
(j)
“ Option ”   means an option to purchase Common Shares of NeuLion issued by NeuLion from treasury;
 
 
(k)
“ Plan ” means this incentive compensation plan; and
 
 
(l)
“ Share Compensation Agreement ” means any stock option, stock plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise.
 
Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine.
 
This Plan is to be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
 
1.5
Available Shares
 
The maximum number of Common Shares available to be issued by NeuLion to Non-Management Directors under the Plan is 5,000,000.
 
 
2
 
 
ARTICLE 2
DIRECTORS PLAN
 
2.1
Directors’ Remuneration
 
The Board approves remuneration from time to time for each Non-Management Director whereby Non-Management Directors are paid in recognition of their services as board members and, if applicable, as chairs of Committees.  Non-Management Directors are also reimbursed for any out-of-pocket travel expenses incurred in order to attend meetings.  Management Directors of NeuLion are not currently entitled to any compensation for attending meetings of the Board or Committees.
 
2.2
Issuance of Common Shares
 
The Non-Management Directors of NeuLion shall receive at least 50% of their annual retainers and Board and Committee meeting fees by way of issuance of Common Shares and may elect to receive up to 100% of their retainers and fees in Common Shares in lieu of cash compensation.
 
2.3
Calculation for Common Shares
 
 
(a)
Every year, in the months of June and December, and by no later than the 15 th day of June and December, as the case may be, NeuLion will send a notice (the “ Notice ”) to each Non-Management Director, that will solicit from such Director the amount of such Director’s cash compensation it wishes to receive in Common Shares, as more particularly described and set forth below.
 
 
(b)
Each June and December, a Non-Management Director will receive at least 50% of the Non-Management Director’s annual base compensation (including any base compensation applicable to the Chair of any Committee) and 50% of all accrued Board and Committee meeting fees in Common Shares in full satisfaction of such amounts owing.  A Non-Management Director may elect to receive additional Common Shares in lieu of cash compensation owing by NeuLion to the Non-Management Director at that time and will be required to advise NeuLion of the Non-Management Director’s election to receive additional Common Shares by no later than 5 business days after receipt of the Notice.
 
 
(c)
The number of Common Shares to be issued to each Non-Management Director will be determined by dividing the dollar value of the retainers and fees to be paid in Common Shares by the closing price of the Common Shares on (i) the Toronto Stock Exchange or (ii) any recognized stock exchange which trades the highest volume of Common Shares, on the date the compensation became due and payable to the relevant Director.
 
2.4
Issuance of Common Shares
 
 
3
 
 
Subject to Section 3.7, NeuLion will issue the relevant Common Shares to the relevant Directors following receipt of the Notice from each such Director and during the month of December or June, as the case may be, or such later time in the discretion of the Board.
 
 
ARTICLE 3
GENERAL
 
3.1
Non-Exclusivity
 
Nothing contained herein will prevent the Board from adopting other or additional compensation arrangements for the benefit of any Director of NeuLion, subject to any required regulatory or shareholder approval.
 
3.2
Cessation of Entitlement under the Plan
 
Upon ceasing to become a Director, a Director will no longer be eligible to receive Common Shares under this Plan and any amounts owing to such Director shall be paid in cash.
 
3.3
Amendment and Termination
 
 
(a)
The Board may, at any time and from time to time, amend, suspend or terminate the Plan without shareholder approval, provided that no such amendment, suspension or termination may be made without obtaining any required approval of any regulatory authority or stock exchange.
 
 
(b)
Notwithstanding the provisions of Section 3.3(a), the Board may not, without the approval of the shareholders of the Corporation, make amendments to the Plan for any of the following purposes:
 
 
(i)
to increase the maximum number of Common Shares issuable under the Plan; or
 
 
(ii)
to amend the provisions of this Section 3.3(b).
 
3.4
Compliance with Legislation; Governing Law
 
 
(a)
The obligation of NeuLion to issue and deliver Common Shares in accordance with this Plan is subject to applicable securities law, rules or regulations of any stock exchange or market on which the Common Shares trade, any trading black-out periods prescribed by NeuLion and the receipt of any approvals that may be required from any regulator or market having jurisdiction over the securities of NeuLion.
 
 
(b)
If Common Shares cannot be issued by NeuLion hereunder for any reason whatsoever, the obligation of NeuLion to issue such Common Shares shall be suspended until such time as it is practicable for NeuLion to issue such Common Shares.
 
 
4
 
 
 
(c)
The Plan shall be governed by and construed in accordance with the laws of the Province of Ontario.
 
3.5
Effective Date
 
This Plan will become effective immediately upon approval of the Board, subject to any required regulatory and shareholder approval.
 
3.6
Record Keeping
 
NeuLion shall maintain a register in which shall be recorded:
 
 
(a)
the name and address of each Non-Management Director participating in this Plan; and
 
 
(b)
the number of Common Shares issued to all Non-Management Directors pursuant to this Plan.
 
3.7
Taxes
 
NeuLion shall have the right to deduct and withhold from (or recover in respect of) any payment to be made pursuant to or in connection with this Plan the amount of any taxes required by law to be withheld from, or paid in connection with, such payment.  The Board may, in its discretion, permit a Director to elect to satisfy such withholding obligation through a cash payment to be made by the Director, through the surrender of shares already held by a Director in a manner acceptable to the Board, or through the surrender of shares which the Director is otherwise entitled to receive under the Plan.  NeuLion shall have the right to sell any of a Director’s Shares to satisfy or recover any taxes which are payable by NeuLion in respect of this Plan.  Where the withholding undertaken in connection with the foregoing is considered by the Board to be inadequate, the payment or delivery of property hereunder shall be conditional upon such Director (or other person) reimbursing or making arrangements satisfactory to NeuLion for the payment or provision of all required taxes.  For purposes hereof, “ taxes ” shall refer to any local, foreign, federal, provincial, state, social security or any other taxes or governmental charges of any kind whatsoever.
 
3.8
Director Responsibility
 
Neither NeuLion nor any of its subsidiaries shall assume any responsibility in respect of any tax consequences that arise from participation in the Plan by any Director or other person.  Such persons are urged to consult their own independent tax advisors in such regard.
 
 
 
5
Exhibit 99.1
Welcome

Annual Meeting of Stockholders
June 5, 2012
 
 
 
Roy E. Reichbach
General Counsel & Corporate Secretary
 
2
 
 
 
3
Forward-Looking Statements
  Certain statements herein are forward-looking statements and represent NeuLion's current
  intentions in respect of future activities. Forward-looking statements can be identified by the use of
  the words “will,” “expect,” “seek,” “anticipate,” “believe,” “plan,” “estimate,” “expect,” and
  “intend” and statements that an event or result “may,” “will,” “can,” “should,” “could,” or “might”
  occur or be achieved and other similar expressions. Forward-looking statements involve significant
  risks, uncertainties and assumptions. Although the forward-looking statements contained in this
  presentation are based upon what management believes to be reasonable assumptions, we cannot
  assure readers that actual results will be consistent with these forward-looking statements. These
  forward-looking statements are made as of the date of this presentation and we assume no
  obligation to update or revise them to reflect new events or circumstances, except as required by
  law.   Many factors could cause our actual results, performance or achievements to be materially
  different from any anticipated results, performance or achievements that may be expressed or
  implied by such forward-looking statements, including: our ability to develop and execute on our
  business plan, including further diversifying our customer base; continuing to invest in and expand
  our sports-related business; our ability to integrate the operations of acquired businesses with our
  own; our ability to increase revenue; general economic and market segment conditions; our
  customers’ subscriber levels; the financial health of our customers; our ability to pursue and
  consummate acquisitions in a timely manner; our continued relationships with our customers; our
  ability to negotiate favorable terms for contract renewals; competitor activity; product capability
  and acceptance rates; technology changes; regulatory changes; foreign exchange risk; interest rate
  risk; and credit risk.   These factors should be considered carefully and readers should not place
  undue reliance on the forward-looking statements.   A more detailed assessment of the risks that
  could cause actual results to materially differ from current expectations is contained in Item 1A,
  “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011,
  which is available on www.sec.gov and filed on www.sedar.com.
 
 
 
 
Charles B. Wang
Chairman
4
 
 
 
 
Arthur J. McCarthy
Chief Financial Officer
5
 
 
 
Stock Price (5/31/12)
CDN $0.19
 
Revenue FY11
USD $39.7m
Avg. Daily Vol. (3 mo.)
28,859
 
Adjusted EBITDA Loss FY11
USD ($6.9m)
52 Week Low/High
CDN $0.16/$0.40
 
 
 
Common Stock Outstanding
140.8m
 
At March 31, 2012:
 
Preferred Stock
28.1m
 
Cash
USD $9.3m
Public Float, est.
52.0m
 
Total Assets
USD $36.9m
Market Capitalization
US $25.9m
 
Total Liabilities
USD $22.2m
Insider Holdings (est.)
63%
 
Employees
300+
Key Stats: NLN (TSX)
Annual Revenue
($Millions)
Annual Adjusted EBITDA Loss
($Millions)
6
(Pro Forma)
(Actual)
(Actual)
(Pro Forma)
(Actual)
(Actual)
(Actual)
(Actual)
 
 
 
PAGE 7
Historical Annual Results
(1)   Total cost of revenue and total gross margin are exclusive of depreciation and amortization.
(2)   Selling, general and administrative expenses are exclusive of stock-based compensation.
(3)   The acquisition of INSINC was completed on October 31, 2009.
(4)   The acquisition of TransVideo was completed on October 1, 2010.
(in Millions $)
YE 2009
YE 2010
% Change
YE 2011
% Change
Services revenue
$26.5
$31.5
19%
$36.6
16%
Equipment revenue
1.6
1.7
6%
3.1
82%
Total revenue
28.1
33.2
18%
39.7
20%
Total cost of revenue
14.4
14.4
NC
16.4
14%
Total gross margin
13.7
18.8
37%
23.3
24%
Gross margin %
49%
57%
8%
59%
2%
Selling, general and
administrative expenses
27.6
29.8
8%
30.2
1%
Adjusted EBITDA Loss
(13.9)
(11.0)
(21%)
(6.9)
(37%)
7
 
 
 
PAG 8
Historical Q1 Results
(1)   Total   cost of revenue and total gross margin are exclusive of depreciation and amortization.
(2)   Selling, general and administrative expenses are exclusive of stock-based compensation.
(3)   The acquisition of INSINC was completed on October 31, 2009.
(4)   The acquisition of TransVideo was completed on October 1, 2010.
(in Millions $)
Q1 2010
Q1 2011
% Change
Q1 2012
% Change
Services revenue
$7.4
$9.6
30%
$9.9
3%
Equipment revenue
0.4
0.4
NC
0.5
25%
Total revenue
7.8
10.0
28%
10.4
4%
Total cost of revenue
3.7
4.0
8%
4.5
13%
Total gross margin
4.1
6.0
46%
5.9
(2%)
Gross margin %
53%
60%
7%
57%
(3%)
Selling, general and
administrative expenses
7.1
8.0
13%
7.8
(3%)
Adjusted EBITDA Loss
(3.0)
(2.0)
(33%)
(1.9)
(5%)
8
 
 
 
Historical Revenue by Category
(1)   Pro Sports includes   all of our major, minor and junior sports league customers.   These customers include the NFL, NHL, NBA, UFC, MLS and AHL.
(2)   TV Everywhere includes all of our non-sports customers that own content rights, including aggregators and distributors.   These customers include
  KyLinTV, Sky Angel, BTN2GO and the Independent Film Channel.
(3)   College Sports includes all of our college and collegiate conference customers.   We partner with many National Collegiate Association (NCAA) schools
  and have agreements in place with over 150 colleges, universities and related websites.
(4)   Other includes our B2C business, in which we market our own content directly to customers, and various consulting services.
9
(in Millions $)
  YE 2009
  YE 2010
% Change
  YE 2011
% Change
  Pro Sports
$5.5
$7.0
27%
$13.1
87%
  TV Everywhere
7.7
10.0
30%
11.7
17%
  College Sports
9.7
10.8
11%
10.6
(2%)
  Other
5.2
5.4
4%
4.3
(20%)
  Total Revenue
28.1
33.2
18%
39.7
20%
 
 
 
 
Charles B. Wang
Chairman
10
 
 
 
State of the Market
•   Digital media production, delivery and consumption is shifting and expanding
  globally , from news to sports and entertainment. Broadcasting has become multi-
  dimensional.
•   Television consumption has become a new interactive and dynamic experience - it is
  no longer simply a passive activity. Consumers want to choose when, where and how
  to view media. They can also produce, share and customize their own content and
  multimedia experience.
•   Television technology has changed; it is no longer a single screen in our living room.
  TVs, computers, mobile, gaming devices and tablets are converging as they all
  become Internet enabled.   Video content can now be enjoyed on nearly any
  multimedia device.
11
 
 
 
Consumers shift in consumer behavior drives technology
requirements
 
 
 
There are more Internet connected devices than ever before and
mobile video is expected to sky rocket
Mobile video will generate over 70% of mobile data traffic by 2016 1
1   Source: Cisco Visual Networking Index: Global Mobile Data Traffic Forecast Update 2011-2016 (Feb. 2012)
Ø Mobile video traffic exceeded 50% for
the first time in 2011 1
Ø By 2016, two-thirds of the world’s
mobile data traffic will be video,
increasing 25-fold between 2011 and
2016 1
The number of mobile-connected devices will exceed the number of people on earth THIS year 1
13
 
 
 
The World Is Changing
14
 
 
 
PAGE 15
About NeuLion
15
A group of former
Computer Associates
executives started
NeuLion in December
2003.
NeuLion initially began
providing its service
through IPTV set top boxes
with its first customer,
KyLinTV, a Chinese
network.   Over the next
few years the company
secured contracts to
deliver live sports as well
as other vertical markets.
In 2008 NeuLion merged
with JumpTV, a Canadian
IPTV Company, which
added college sports and
international programming.
The merger transitioned
NeuLion from a privately
held entity to one publicly
traded on the Toronto
Stock Exchange (TSX:NLN).
NeuLion today has
agreements with
customers such as the
NHL, NFL, NBA, Duke
University, LSU, University
of Oregon, SundanceNow
and Dish Network.
 
 
 
NeuLion Offices and Staff
NeuLion has over 300 employees, and with principal offices
in Plainview, NY and Sanford, FL with additional offices in
Toronto, ON, New   York, NY, London, UK, Shanghai, China,
Beijing, China and Vancouver, BC.
16
 
 
 
NeuLion delivers interactive, personal, live & on-demand
video to any Internet-enabled device
-   Provides a complete end to end solution for
  delivering content
-   Delivers and monetizes video for content
  owners, aggregators and distributors
  worldwide
-   Platform content delivery to any consumer
  device
-   Customized interactive personal TV
  experience
NeuLion empowers content owners and distributors, cable operators and
telecommunications companies to capitalize on the massive consumer demand for
viewing video content on PCs, smartphones, tablets, and Smart TVs, all over the
Internet.
NeuLion’s customers include major entertainment, sports, global content
companies and news companies around the world.
17
 
 
 
 
Nancy Li
President & Chief Executive Officer
18
 
 
 
Proprietary Architecture
19
 
 
 
Global   Brands Trust NeuLion
Experience the future of interactive digital
sports with NeuLion’s platform for
delivering live and on-demand content.
Providing previously untapped revenue
sources to the top sports properties from
around the world with unprecedented
quality.
With a continued commitment to colleges,
universities and athletic conferences
across the US, NeuLion transforms their
athletics website into a fully customizable
online destination, connecting fans to rich
content with an array of interactive digital
services.
Designed for television networks, cable
operators and content aggregators,
NeuLion’s TVE solution delivers an
unmatched interactive digital video
experience.   As innovators of TV
Everywhere, we continue to revolutionize
the future of multi-platform TV.
SPORTS
COLLEGE
TV EVERYWHERE
20
 
 
 
ports are no longer just for spectators - today’s fans are
more active, connected and engaged than ever before.
NeuLion has responded, changing the experience of
watching sports.   NeuLion Sports will wow your audiences
with the most far-reaching digital experience delivering live
and on-demand HD, interactive video to nearly any device.
Just ask our clients.   The world’s top players, including the NFL,
NHL, NBA, UFC all use and trust NeuLion Sports to make their
mission of providing critical live games to millions of fans
worldwide a reality.
 
BENEFITS:
• Get to market quick
• Cost efficient solution
• Live, Interactive, Social TV
• Infinite screens
• Uncover new revenue
• Proven Experience
21
 
 
 
PAGE 22
22
he world is changing.. TV is no longer a single screen in our living
room.   Viewers want to choose when, where and how to view LIVE
video across a wide breadth of devices. NeuLion addresses this,
empowering multi-channel video distributors and operators,
networks and programmers, studios and movie aggregators to
seamlessly deliver live linear channels and on-demand video across
nearly any device.
NeuLion TV Everywhere is the leading solution defining a new
wave of interactive, social HD video experiences over the Internet.
Trusted by industry leaders since 2004, NeuLion helps deliver its
customer’s rich video content to millions of consumers world-
wide on over 19 screens and ultimately uncover new revenue
streams.
BENEFITS:
• Be everywhere now
• Cost efficient solution
• Flexible business models
• Infinite screens
• Uncover new revenue
• Proven Experience
 
 
 
PAGE 23
euLion is a leader in creating dynamic solutions for
the college athletics industry.   Through the One Fan
Profile, NeuLion revolutionizes every aspect of a
school’s athletic program by seamlessly integrating all
functions of the department into one platform, ultimately
building and growing multiple revenue streams from
subscriptions to ticketing and donor management.
Using the One Fan Profile, NeuLion College partners
including Duke, Mississippi State and more have seen
the tremendous value in the single database including
working better as a department and understanding all
aspects of each fan by having the information at their
fingertips from across all functions. These have lead to
stronger relationships with every fan, higher
engagement and ultimately increased revenue across all
functions.
BENEFITS:
• Get to market now
• Multiple device
• Cost efficient solution
• Live and interactive
• Single data base
• Uncover new revenue
23
 
 
 
NeuLion Supported Devices
Connected TVs
Third-party Boxes
Gaming Consoles
Mobile Smartphones / Tablets
Blu-Ray Players
24
 
 
 
NeuLion Success Stories -
  §   The NFL selected NeuLion as its technology partner for all of its premium   (paid
  for) digital products.   These include Game Pass HD, Audio Pass and Game Rewind
  HD that are available on PC , mobile and tablet.
  §   NeuLion has delivered for the NFL a stunning global HD streaming service that
  includes many interactive components for the NFL fan to engage with the game.
  From live NFL games, snap to whistle, highlight touch points in the player to
  extensive stats - the NFL digital experience has received fantastic reviews from
  fans.
  §   The NFL digital media products have seen significant year over year growth for the
  league each and every year since its launch in 2008.
  §   NeuLion has a long term agreement with the NHL to provide a complete video
  platform, infrastructure and service for the league and each of the 30 NHL Clubs.
  §   NeuLion has implemented infrastructure with the NHL that delivers video, audio
  and data feeds directly from NHL arenas contributing to over 250 million video
  views in 2011.
  §   NeuLion designed and developed NHL digital products on all major consumer
  devices that include PC, mobile, tablets, gaming consoles and other internet
  connected devices.
National Hockey League
National Football League
25
 
 
 
PAGE 26
NeuLion Success Stries -
§    Univision is one of the largest Spanish speaking cable networks in the United States.  NeuLion is
     providing Univision with its programming on many of the consumer devices in today’s market.
§    NeuLion will be providing Univision with its technology and services to launch a free service for live
     linear channels and video on demand direct to the PC for Univision viewers who are a subscriber of
     a Univision distributor. Univision ‘s affiliate sales group is leveraging the TV Everywhere services
     provided by NeuLion to strike value added deals with its current distributors and affiliates.
  §   Big Ten Network (BTN) recently launch BTN2GO with NeuLion on PC’s, Apple iOS devices, and
  Android; offering Big Ten Conference Fans access to the BTN Linear Channel, live HD streaming of
  all the games in the Big Ten Conference and certain shows offered as Video on Demand.
  §   BTN2GO is an authenticated service and is free for BTN fans if they are currently a subscriber of a
  BTN affiliate.   BTN has recently entered into BTN2GO affiliate deals with Dish Networks, DirecTV,
  Cox, Time Warner, Brighthouse, Charter and others.
Univision
Big Ten Network (BTN)
  §   AMC Networks and the Independent Film Channel launched a new consumer product called Sundance
  Now with NeuLion that represent the best single location for independent film enthusiasts
  §   Using NeuLion’s technology, Sundance Now offers over 300 films as a digital service for fans interested in
  renting or buying movies that can be downloaded to their digital devices.
  §   Since the launch of the Sundance Now digital service AMC Networks and IFC have used the platform to
  premier movies on its digital portal before the general release of the film to their other distribution
  channels.
AMC Networks - Sundance Now
26
 
 
 
NeuLion Technology is Recognized by the Industry
27
 
 
 
PAGE 28
NeuLion Benefits
ü   NeuLion   has a strong track record - our clients have
  experienced significant success in digital media.
ü   NeuLion production implementations with top
  brands in the industry have resulted in highly
  innovative and interactive digital products.
ü   NeuLion clients get to market fast , on multiple
  consumer devices, with   monetization that includes
  pay per view, subscription and affiliate
  authentication.
ü   The NeuLion Platform and our services have been
  evaluated and proven by many of the industry’s top
  companies.
ü   NeuLion has built its business around strong client
  loyalty,   the revenue success of our clients, and being
  a leader in the market.
28
 
 
 
 
Charles B. Wang
Q & A
29
 
 
 
Thank You