IMAGE ENTERTAINMENT, INC.
DIRECTOR STOCK UNIT AWARD AGREEMENT
THIS AGREEMENT dated as of October 1, 2001, is between Image Entertainment, Inc., a California
corporation ("Image Entertainment"), and IRA EPSTEIN (the "Director"). Image Entertainment and the Director
agree to the terms and conditions set forth herein as required by the terms of the Plan.
A. Image Entertainment has adopted and the shareholders of Image Entertainment have approved the Image
Entertainment, Inc. 1998 Incentive Plan (the "Plan").
B. Pursuant to the Plan, Image Entertainment has granted a stock unit award (the "Stock Unit Award") to the
Director upon the terms and conditions evidenced hereby, as required by the Plan.
1. Stock Unit Grant. Subject to the terms of this Agreement, Image Entertainment grants to the Director, as of
October 1, 2001 (the "Award Date"), a Stock Unit Award of an aggregate 2,240 Stock Units (the "Award
Section 8 of the Plan, subject to the terms and conditions and to adjustment as set forth herein or pursuant to the
2. Vesting. The Award Units are subject to the vesting schedule set forth in Section 8.3 of the Plan and are
subject to forfeiture in accordance with
Section 8.4 of the Plan.
3. Dividend Equivalent Rights. The Award Units carry dividend equivalent rights as set forth in Section 8.5 of the
4. Payment. Award Units which vest will be paid at the time and in the manner specified in Section 8.7 of the
5. Adjustments; Acceleration. The Award Units are subject to adjustment and acceleration as set forth in Section
8.8 of the Plan.
6. Limited Transferability; No Shareholder Rights. The Award Units are generally nontransferable except as
provided in Section 1.9 of the Plan. Other limitations on the Director's rights with respect to the Award Units are
set forth in Section 8 of the Plan.
7. General Terms. The Stock Unit Award and this Agreement are subject to, and Image Entertainment and the