acacia_10q-ex1002.htm


    EXHIBIT
      10.2

     

    FORM
      OF

     

    ACACIA
      RESEARCH CORPORATION

     

    ACACIA
      TECHNOLOGIES STOCK OPTION AGREEMENT

     

    R
      E C
      I T A L S :

     

     

    A.           The
      Board has adopted the Plan for the purpose of retaining the services of selected
      Employees, non-employee members of the Board or of the board of directors of
      any
      Parent or Subsidiary and consultants and other independent advisors who provide
      services to the Corporation (or any Parent or Subsidiary).

     

    B.           Optionee
      is to render valuable services to the Corporation (or a Parent or Subsidiary),
      and this Agreement is executed pursuant to, and is intended to carry out the
      purposes of, the Plan in connection with the Corporation's grant of an option
      to
      Optionee.

     

    C.           All
      capitalized terms in this Agreement shall have the meaning assigned to them
      in
      the attached Appendix.

     

    NOW,
      THEREFORE, it is hereby agreed as follows:

     

    1.    GRANT
      OF
      OPTION. The Corporation hereby grants to Optionee, as of the Grant Date, an
      option to purchase up to the number of Option Shares specified in the Grant
      Notice. The Option Shares shall be purchasable from time to time during the
      option term specified in Paragraph 2 hereof at the Exercise Price.

     

    2.    OPTION
      TERM. This option shall have a maximum term of ten (10) years [change
      term to 5 years if this option is an ISO and Optionee owns (actually or
      constructively) more than 10% of the total combined voting power of all classes
      of stock of Acacia or any parent or subsidiary of Acacia] measured from
      the Grant Date and shall accordingly expire at the close of business on the
      Expiration Date, unless sooner terminated in accordance with Paragraph 5 or
      6
      hereof.

     

    3.    LIMITED
      TRANSFERABILITY. This option shall be neither transferable nor assignable by
      Optionee other than by will or by the laws of descent and distribution following
      Optionee's death and may be exercised, during Optionee's lifetime, only by
      Optionee. However, if this option is designated a Non-Statutory Option in the
      Grant Notice, then this option may be assigned in whole or in part during
      Optionee's lifetime to one or more members of the Optionee's Immediate Family
      or
      to a trust established for the exclusive benefit of Optionee or one or more
      members of the Optionee's Immediate Family or to the Optionee's former spouse,
      to the extent such assignment is in connection with Optionee's estate plan
      or
      pursuant to a domestic relations order.  The assigned portion shall be
      exercisable only by the person or persons who acquire a proprietary interest
      in
      the option pursuant to such assignment. The terms applicable to the assigned
      portion shall be the same as those in effect for this option immediately prior
      to such assignment.  Notwithstanding the foregoing, the Optionee may
      also designate one or more persons as the beneficiary or beneficiaries of this
      option and this option shall, in accordance with such designation, automatically
      be transferred to such beneficiary or beneficiaries upon the Optionee's death
      while holding this option.  Such beneficiary or beneficiaries shall
      take the transferred option subject to all the terms and conditions of this
      Agreement, including (without limitation) the limited time period during which
      the option may be exercised following the Optionee's death.

     

    
      
        
        

      

      
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    4.    DATES
      OF
      EXERCISE. This option shall become exercisable for the Option Shares in one
      or
      more installments as specified in the Grant Notice. As the option becomes
      exercisable for such installments, those installments shall accumulate, and
      the
      option shall remain exercisable for the accumulated installments until the
      Expiration Date or sooner termination of the option term under Paragraph 5
      or 6
      hereof.

     

    5.    CESSATION
      OF SERVICE. The option term specified in Paragraph 2 hereof shall terminate
      (and
      this option shall cease to be outstanding) prior to the Expiration Date should
      any of the following provisions become applicable:

     

    (a)    Should
      Optionee cease to remain in Service for any reason (other than death, Permanent
      Disability or Misconduct) while this option is outstanding, then Optionee shall
      have a period of three (3) months (commencing with the date of such cessation
      of
      Service) during which to exercise this option, but in no event shall this option
      be exercisable at any time after the Expiration Date.

     

    (b)    Should
      Optionee die while this option is outstanding, then the personal representative
      of Optionee's estate or the person or persons to whom the option is transferred
      pursuant to Optionee's will or in accordance with the laws of descent and
      distribution or any person or trust to whom all or a portion of this option
      is
      transferred in accordance with Paragraph 3 hereof or the designated beneficiary
      or beneficiaries of this option shall have the right to exercise this option.
      Such right shall lapse, and this option shall cease to be outstanding, upon
      the
      earlier of (i) the expiration of the twelve (12)-month period measured from
      the
      date of Optionee's death or (ii) the Expiration Date.

     

    (c)    Should
      Optionee cease Service by reason of Permanent Disability while this option
      is
      outstanding, then Optionee shall have a period of twelve (12) months (commencing
      with the date of such cessation of Service) during which to exercise this
      option. In no event shall this option be exercisable at any time after the
      Expiration Date.

     

    (d)    During
      the limited period of post-Service exercisability, this option may not be
      exercised in the aggregate for more than the number of vested Option Shares
      for
      which the option is exercisable at the time of Optionee's cessation of Service.
      Upon the expiration of such limited exercise period or (if earlier) upon the
      Expiration Date, this option shall terminate and cease to be outstanding for
      any
      vested Option Shares for which the option has not been exercised. However,
      this
      option shall, immediately upon Optionee's cessation of Service for any reason,
      terminate and cease to be outstanding with respect to any Option Shares for
      which this option is not otherwise at that time exercisable.

     

    (e)    Should
      Optionee's Service be terminated for Misconduct, then this option shall
      terminate immediately and cease to remain outstanding.

     

    
      
        
        

      

      
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    6.    SPECIAL
      ACCELERATION OF OPTION.

     

    (a)    This
      option to the extent outstanding at the time of a Change in Control but not
      otherwise fully exercisable shall automatically accelerate so that the option
      shall, immediately prior to the effective date of the Change in Control, become
      exercisable for all the shares of Common Stock at the time subject to the option
      and may be exercised for any or all of those shares as fully vested shares
      of
      Common Stock, regardless of whether the option is assumed by the successor
      corporation or otherwise continued in full force and effect pursuant to the
      Change in Control transaction.

     

    (b)    Immediately
      following the Change in Control, this option shall terminate and cease to be
      outstanding, except to the extent this option is assumed by the successor
      corporation (or Parent thereof) in connection with the Change in Control or
      is
      otherwise to continue in full force and effect pursuant to the terms of the
      Change in Control transaction.

     

    (c)    If
      this
      option is assumed in connection with a Change in Control or is otherwise to
      continue in full force and effect, then this option shall be appropriately
      adjusted, immediately after such Change in Control, to apply to the number
      and
      class of securities which would have been issuable to Optionee in consummation
      of such Change in Control had the option been exercised immediately prior to
      such Change in Control, and appropriate adjustments shall also be made to the
      Exercise Price, provided the aggregate Exercise Price shall remain the
      same.

     

    (d)    This
      option to the extent outstanding at the time of a Hostile Take-Over but not
      otherwise fully exercisable shall automatically accelerate so that the option
      shall, immediately prior to the effective date of the Hostile Take-Over, become
      exercisable for all the shares of Common Stock at the time subject to the option
      and may be exercised for any or all of those shares as fully vested shares
      of
      Common Stock.  The option, as so accelerated, shall remain exercisable
      for fully vested shares of Common Stock until the Expiration Date.

     

    7.    ADJUSTMENT
      IN OPTION SHARES. Should any change be made to the Common Stock by reason of
      any
      stock split, stock dividend, recapitalization, combination of shares, exchange
      of shares or other change affecting the outstanding Common Stock as a class
      without the Corporation's receipt of consideration, appropriate adjustments
      shall be made to (i) the total number and/or class of securities subject to
      this
      option and (ii) the Exercise Price in order to reflect such change and thereby
      preclude a dilution or enlargement of benefits hereunder.

     

    8.    STOCKHOLDER
      RIGHTS. The holder of this option shall not have any stockholder rights with
      respect to the Option Shares until such person shall have exercised the option,
      paid the Exercise Price and become a holder of record of the purchased
      shares.

     

    
      
        
        

      

      
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    9.    MANNER
      OF
      EXERCISING OPTION.

     

    (a)    In
      order
      to exercise this option with respect to all or any part of the Option Shares
      for
      which this option is at the time exercisable, Optionee (or any other person
      or
      persons exercising the option) must take the following actions:

     

    (i)    Execute
      and deliver to the Corporation a Notice of Exercise for the Option Shares for
      which the option is exercised.

     

    (ii)    Pay
      the
      aggregate Exercise Price for the purchased shares in one or more of the
      following forms:

     

    (A)    cash
      or
      check made payable to the Corporation;

     

    (B)    shares
      of
      Common Stock held by Optionee (or any other person or persons exercising the
      option) for the requisite period necessary to avoid a charge to the
      Corporation's earnings for financial reporting purposes and valued at Fair
      Market Value on the Exercise Date;

     

    (C)    to
      the
      extent the option is exercised for vested Option Shares, through a special
      sale
      and remittance procedure pursuant to which Optionee (or any other person or
      persons exercising the option) shall concurrently provide irrevocable
      instructions (I) to a Corporation-designated brokerage firm to effect the
      immediate sale of the purchased shares and remit to the Corporation, out of
      the
      sale proceeds available on the settlement date, sufficient funds to cover the
      aggregate Exercise Price payable for the purchased shares plus all applicable
      Federal, state and local income and employment taxes required to be withheld
      by
      the Corporation by reason of such exercise and (II) to the Corporation to
      deliver the certificates for the purchased shares directly to such brokerage
      firm in order to complete the sale; or

     

    (D)    by
      any other means
      permissible under the Plan as permitted by the plan administrator.

     

    Except
      to
      the extent the sale and remittance procedure is utilized in connection with
      the
      option exercise, payment of the Exercise Price must accompany the Notice of
      Exercise delivered to the Corporation in connection with the option
      exercise.

     

    (iii)    Furnish
      to the Corporation appropriate documentation that the person or persons
      exercising the option (if other than Optionee) have the right to exercise this
      option.

     

    (iv)    Make
      appropriate arrangements with the Corporation (or Parent or Subsidiary employing
      or retaining Optionee) for the satisfaction of all Federal, state and local
      income and employment tax withholding requirements applicable to the option
      exercise.

     

    (b)    As
      soon
      as practical after the Exercise Date, the Corporation shall issue to or on
      behalf of Optionee (or any other person or persons exercising this option)
      a
      certificate for the purchased Option Shares, with the appropriate legends
      affixed thereto.  To the extent any such Option Shares are unvested,
      the certificates for those Option Shares shall be endorsed with an appropriate
      legend evidencing the Corporation's repurchase rights and may be held in escrow
      with the Corporation until such shares vest.

     

    
      
        
        

      

      
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    (c)    In
      no
      event may this option be exercised for any fractional shares.

     

    10.    NO
      IMPAIRMENT OF RIGHTS.  This Agreement shall not in any way affect the
      right of the Corporation to adjust, reclassify, reorganize or otherwise make
      changes in its capital or business structure or to merge, consolidate, dissolve,
      liquidate or sell or transfer all or any part of its business or
      assets.  In addition, this Agreement shall not in any way be construed
      or interpreted so as to affect adversely or otherwise impair the rights of
      the
      Corporation (or any Parent or Subsidiary employing or retaining Optionee) or
      of
      Optionee, which rights are hereby expressly reserved by each, to terminate
      Optionee's Service at any time for any reason, with or without
      cause.

     

    11.    COMPLIANCE
      WITH LAWS AND REGULATIONS.

     

    (a)    The
      exercise of this option and the issuance of the Option Shares upon such exercise
      shall be subject to compliance by the Corporation and Optionee with all
      applicable requirements of law relating thereto and with all applicable
      regulations of any Stock Exchange (or the Nasdaq National Market, if applicable)
      on which the Common Stock may be listed for trading at the time of such exercise
      and issuance.

     

    (b)    The
      inability of the Corporation to obtain approval from any regulatory body having
      authority deemed by the Corporation to be necessary to the lawful issuance
      and
      sale of any Common Stock pursuant to this option shall relieve the Corporation
      of any liability with respect to the non-issuance or sale of the Common Stock
      as
      to which such approval shall not have been obtained. The Corporation, however,
      shall use its best efforts to obtain all such approvals.

     

    12.    SUCCESSORS
      AND ASSIGNS. Except to the extent otherwise provided in Paragraphs 3 and 6
      hereof, the provisions of this Agreement shall inure to the benefit of, and
      be
      binding upon, the Corporation and its successors and assigns and Optionee,
      Optionee's assigns and the legal representatives, heirs and legatees of
      Optionee's estate.

     

    13.    NOTICES.
      Any notice required to be given or delivered to the Corporation under the terms
      of this Agreement shall be in writing and addressed to the Corporation at its
      principal corporate offices. Any notice required to be given or delivered to
      Optionee shall be in writing and addressed to Optionee at the address indicated
      below Optionee's signature line on the Grant Notice. All notices shall be deemed
      effective upon personal delivery or upon deposit in the U.S. mail, postage
      prepaid and properly addressed to the party to be notified.

     

    14.    CONSTRUCTION.
      This Agreement and the option evidenced hereby are made and granted pursuant
      to
      the Plan and are in all respects limited by and subject to the terms of the
      Plan. All decisions of the Plan Administrator with respect to any question
      or
      issue arising under the Plan or this Agreement shall be conclusive and binding
      on all persons having an interest in this option.

     

    
      
        
        

      

      
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    15.    GOVERNING
      LAW. The interpretation, performance and enforcement of this Agreement shall
      be
      governed by the laws of the State of Delaware without resort to that State's
      conflict-of-laws rules.

     

    16.    EXCESS
      SHARES. If the Option Shares covered by this Agreement exceed, as of the Grant
      Date, the number of shares of Common Stock which may without stockholder
      approval be issued under the Plan, then this option shall be void with respect
      to those excess shares, unless stockholder approval of an amendment sufficiently
      increasing the number of shares of Common Stock issuable under the Plan is
      obtained in accordance with the provisions of the Plan.

     

    17.    ADDITIONAL
      TERMS APPLICABLE TO AN INCENTIVE OPTION. In the event this option is designated
      an Incentive Option in the Grant Notice, the option is intended to be an
      incentive stock option as described in Code Section 422, but the
      Corporation does not represent or warrant that the option qualifies as
      such.  The Optionee should consult with the Optionee's own tax
      advisors regarding the tax effects of this option and the requirements necessary
      to obtain favorable income tax treatment under Code Section 422, including,
      but not limited to, holding period requirements with respect to the Option
      Shares after exercise of this option.  In addition, the following
      terms and conditions shall also apply to the grant:

     

    (a)    This
      option shall cease to qualify for favorable tax treatment as an Incentive Option
      if (and to the extent) this option is exercised for one or more Option Shares:
      (A) more than three (3) months after the date Optionee ceases to be an Employee
      for any reason other than death or Permanent Disability or (B) more than twelve
      (12) months after the date Optionee ceases to be an Employee by reason of
      Permanent Disability.

     

    (b)    No
      installment under this option shall qualify for favorable tax treatment as
      an
      Incentive Option if (and to the extent) the aggregate Fair Market Value
      (determined at the Grant Date) of the Common Stock for which such installment
      first becomes exercisable hereunder would, when added to the aggregate value
      (determined as of the respective date or dates of grant) of the Common Stock
      or
      other securities for which this option or any other Incentive Options granted
      to
      Optionee prior to the Grant Date (whether under the Plan or any other option
      plan of the Corporation or any Parent or Subsidiary) first become exercisable
      during the same calendar year, exceed One Hundred Thousand Dollars ($100,000)
      in
      the aggregate. Should such One Hundred Thousand Dollar ($100,000) limitation
      be
      exceeded in any calendar year, this option shall nevertheless become exercisable
      for the excess shares in such calendar year as a Non-Statutory
      Option.

     

    (c)    Should
      the exercisability of this option be accelerated upon a Change in Control,
      then
      this option shall qualify for favorable tax treatment as an Incentive Option
      only to the extent the aggregate Fair Market Value (determined at the Grant
      Date) of the Common Stock for which this option first becomes exercisable in
      the
      calendar year in which the Change in Control occurs does not, when added to
      the
      aggregate value (determined as of the respective date or dates of grant) of
      the
      Common Stock or other securities for which this option or one or more other
      Incentive Options granted to Optionee prior to the Grant Date (whether under
      the
      Plan or any other option plan of the Corporation or any Parent or Subsidiary)
      first become exercisable during the same calendar year, exceed One Hundred
      Thousand Dollars ($100,000) in the aggregate. Should the applicable One Hundred
      Thousand Dollar ($100,000) limitation be exceeded in the calendar year of such
      Change in Control, the option may nevertheless be exercised for the excess
      shares in such calendar year as a Non-Statutory Option.

     

    (d)    Should
      Optionee hold, in addition to this option, one or more other options to purchase
      Common Stock which become exercisable for the first time in the same calendar
      year as this option, then the foregoing limitations on the exercisability of
      such options as Incentive Options shall be applied on the basis of the order
      in
      which such options are granted.

     

    
      
        
        

      

      
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    APPENDIX

     

    The
      following definitions shall be in effect under the Agreement:

     

    A.    AGREEMENT
      shall mean this Stock Option Agreement.

     

    B.    BOARD
      shall
      mean the Corporation's Board of Directors.

     

    C.    CERTIFICATE
      OF INCORPORATION shall mean the Restated Certificate of Incorporation of Acacia
      Research Corporation as filed with the Delaware Secretary of State and all
      subsequent amendments, supplements, modifications and replacements
      thereof.

     

    D.    CHANGE
      IN
      CONTROL shall mean a change in ownership or control of the Corporation effected
      through any of the following transactions:

     

    (i)    a
      stockholder-approved merger or consolidation in which securities possessing
      more
      than fifty percent (50%) of the total combined voting power of the Corporation's
      outstanding securities are transferred to a person or persons different from
      the
      persons holding those securities immediately prior to such transaction,
      or

     

    (ii)    a
      sale,
      transfer or other disposition of all or substantially all of the Corporation's
      assets to an entity which is not a Subsidiary of the Corporation,
      or

     

    (iii)    the
      acquisition, directly or indirectly by any person or related group of persons
      (other than the Corporation or a person that directly or indirectly controls,
      is
      controlled by, or is under common control with, the Corporation), of beneficial
      ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities
      possessing more than fifty percent (50%) of the total combined voting power
      of
      the Corporation's outstanding securities pursuant to a tender or exchange offer
      made directly to the Corporation's stockholders.

     

    E.    CODE
      shall
      mean the Internal Revenue Code of 1986, as amended.

     

    F.    COMMON
      STOCK
      shall mean shares of the Corporation's "Acacia Research-Acacia Technologies
      Common Stock" (as defined in the Certificate of Incorporation).

     

    G.    CORPORATION
      shall mean Acacia Research Corporation, a Delaware corporation and any corporate
      successor to all or substantially all of the assets or the voting stock of
      Acacia Research Corporation that has by appropriate action assumed this
      option.

     

    H.    EMPLOYEE
      shall mean an individual who is in the employ of the Corporation (or any Parent
      or Subsidiary), subject to the control and direction of the employer entity
      as
      to both the work to be performed and the manner and method of
      performance.

     

    I.    EXERCISE
      DATE
      shall mean the date on which the option shall have been exercised in accordance
      with Paragraph 9 hereof.

     

    
      
        
        

      

      
        
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    J.    EXERCISE
      PRICE shall mean the exercise price per Option Share as specified in the Grant
      Notice.

     

    K.    EXPIRATION
      DATE shall mean the date on which the option expires as specified in the Grant
      Notice.

     

    L.    FAIR
      MARKET
      VALUE per share of Common Stock on any relevant date shall be determined in
      accordance with the following provisions:

     

    (i)    If
      the Common
      Stock is at the time traded on the Nasdaq National Market, then the Fair Market
      Value shall be the closing selling price per share of Common Stock on the date
      in question, as the price is reported on the Nasdaq National Market. If there
      is
      no closing selling price for the Common Stock on the date in question, then
      the
      Fair Market Value shall be the closing selling price on the last preceding
      date
      for which such quotation exists.

     

    (ii)    If
      the Common
      Stock is at the time listed on any Stock Exchange, then the Fair Market Value
      shall be the closing selling price per share of Common Stock on the date in
      question on the Stock Exchange determined by the Plan Administrator to be the
      primary market for the Common Stock, as such price is officially quoted in
      the
      composite tape of transactions on such exchange. If there is no closing selling
      price for the Common Stock on the date in question, then the Fair Market Value
      shall be the closing selling price on the last preceding date for which such
      quotation exists.

     

    (iii)    If
      the Common
      Stock is at the time not traded on the Nasdaq National Market or listed on
      any
      Stock Exchange, but is regularly traded in any over-the-counter market, then
      the
      Fair Market Value shall be the average of the bid and asked prices per share
      of
      Common Stock in such over-the-counter market on the date in
      question.  If there are no bid and asked prices on the date in
      question, then the Fair Market Value shall be the average of the bid and asked
      prices in such over-the-counter market on the last preceding date for which
      such
      prices exist.

     

    (iv)    If
      the Common
      Stock is at the time not traded as described in (i), (ii) or (iii) above, then
      the Fair Market Value of a share of Common Stock shall be determined by the
      Plan
      Administrator, after taking into account such factors as it deems
      appropriate.

     

    M.    GRANT
      DATE
      shall mean the date of grant of the option as specified in the Grant
      Notice.

     

    N.    GRANT
      NOTICE
      shall mean the Notice of Grant of Stock Option accompanying the Agreement,
      pursuant to which Optionee has been informed of the basic terms of the option
      evidenced hereby.

     

    O.    HOSTILE
      TAKE-OVER shall mean either of the following events effecting a change in
      control or ownership of the Corporation:

     

    
      
        
        

      

      
        
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    (i)    the
      acquisition, directly or indirectly, by any person or related group of persons
      (other than the Corporation or a person that directly or indirectly controls,
      is
      controlled by, or is under common control with, the Corporation) of beneficial
      ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities
      possessing more than fifty percent (50%) of the total combined voting power
      of
      the Corporation's outstanding securities pursuant to a tender or exchange offer
      made directly to the Corporation's stockholders which the Board does not
      recommend such stockholders to accept, or

     

    (ii)    a
      change in
      the composition of the Board over a period of thirty-six (36) consecutive months
      or less such that a majority of the Board members ceases, by reason of one
      or
      more contested elections for Board membership, to be comprised of individuals
      who either (A) have been Board members continuously since the beginning of
      such
      period or (B) have been elected or nominated for election as Board members
      during such period by at least a majority of the Board members described in
      clause (A) who were still in office at the time the Board approved such election
      or nomination.

     

    P.    IMMEDIATE
      FAMILY shall mean any child, stepchild, grandchild, parent, stepparent,
      grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
      daughter-in-law, brother-in-law, or sister-in-law and shall include adoptive
      relationships.

     

    Q.    INCENTIVE
      OPTION shall mean an option which satisfies the requirements of Code Section
      422.

     

    R.    MISCONDUCT
      shall mean the commission of any act of fraud, embezzlement or dishonesty by
      Optionee, any unauthorized use or disclosure by Optionee of confidential
      information or trade secrets of the Corporation (or any Parent or Subsidiary),
      or any other intentional misconduct by Optionee adversely affecting the business
      or affairs of the Corporation (or any Parent or Subsidiary) in a material
      manner. The foregoing definition shall not be deemed to be inclusive of all
      the
      acts or omissions which the Corporation (or any Parent or Subsidiary) may
      consider as grounds for the dismissal or discharge of Optionee or any other
      person in the Service of the Corporation (or any Parent or
      Subsidiary).

     

    S.    NON-STATUTORY
      OPTION shall mean an option not intended to satisfy the requirements of Code
      Section 422.

     

    T.    NOTICE
      OF
      EXERCISE shall mean the notice of exercise in the form attached hereto as
      Exhibit I.

     

    U.    OPTION
      SHARES
      shall mean the number of shares of Common Stock subject to the option as
      specified in the Grant Notice.

     

    V.    OPTIONEE
      shall mean the person to whom the option is granted as specified in the Grant
      Notice.

     

    W.    PARENT
      shall
      mean any corporation (other than the Corporation) in an unbroken chain of
      corporations ending with the Corporation, provided each corporation in the
      unbroken chain (other than the Corporation) owns, at the time of the
      determination, stock possessing fifty percent (50%) or more of the total
      combined voting power of all classes of stock in one of the other corporations
      in such chain.

     

    
      
        
        

      

      
        
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    X.    PERMANENT
      DISABILITY shall mean the inability of Optionee 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 has lasted or can be
      expected to last for a continuous period of twelve (12) months or
      more.

     

    Y.    PLAN
      shall
      mean the Corporation's 2007 Acacia Technologies Stock Incentive
      Plan.

     

    Z.    PLAN
      ADMINISTRATOR shall mean either the Board or a committee of the Board acting
      in
      its capacity as administrator of the Plan.

     

    AA.    SERVICE
      shall
      mean the Optionee's performance of services for the Corporation (or any Parent
      or Subsidiary) in the capacity of an Employee, a non-employee member of the
      board of directors or a consultant or independent advisor.

     

    BB.    STOCK
      EXCHANGE shall mean the American Stock Exchange or the New York Stock
      Exchange.

     

    CC.    SUBSIDIARY
      shall mean any corporation (other than the Corporation) in an unbroken chain
      of
      corporations beginning with the Corporation, provided each corporation (other
      than the last corporation) in the unbroken chain owns, at the time of the
      determination, stock possessing fifty percent (50%) or more of the total
      combined voting power of all classes of stock in one of the other corporations
      in such chain.

    


    
      
        
        

      

      
        
          4

        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      I

     

    NOTICE
      OF EXERCISE

     

    I
      hereby
      notify Acacia Research Corporation (the "Corporation") that I elect to purchase
      _____________________ shares (the "Purchased Shares") of the Corporation's
      Acacia Research-Acacia Technologies Common Stock ("Common Stock") at the option
      exercise price of _____________ per share (the "Exercise Price") pursuant to
      that certain option granted to me under the Acacia Research Corporation 2007
      Acacia Technologies Stock Incentive Plan on _____________________, 200_ (the
      "Option").

     

    Type
      of Option

     

    
      	_____  Incentive
              Option	_____  Non-Statutory
              Option


    

     

    Concurrently
      with the delivery of this Notice of Exercise to the Corporation, I shall pay
      to
      the Corporation the Exercise Price for the Purchased Shares in accordance with
      the provisions of my agreement with the Corporation (or other documents)
      evidencing the Option and shall deliver whatever additional documents may be
      required by such agreement as a condition for exercise.

     

    
      	
              ___________________________________,
                200_

              Date

            	 
	 	
              ______________________________

              Signature
                of Optionee

               

              Print
                Name:_____________________

            
	 	
               

              Address:_______________________

              ______________________________

            
	 	 
	
              Print
                name in exact manner it is to appear on the stock
                certificate:

            	
              ______________________________

            
	 	 
	
              Address
                to which certificate is to be sent, if different from address
                above:

            	
              ______________________________

            
	 	 
	
              Social
                Security Number:

            	
              ______________________________

            
	 	 


    

     

     

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