Exhibit
10.15


 


1999 NON-EMPLOYEE DIRECTOR OPTION PROGRAM


Amended and Restated on
April 22, 2001


Amended and Restated on
March 29, 2002


 


ARTICLE I


ESTABLISHMENT AND PURPOSE OF THE PROGRAM


 


 


1.01        Establishment of Program


 


The 1999 Non-Employee Director Option Program (the “Program”) is
adopted pursuant to the Digimarc Corporation 1999 Stock Incentive Plan (the
“Plan”) and, in addition to the terms and conditions set forth below, is
subject to the provisions of the Plan.


 


1.02        Purpose of Program


 


The purpose of the Program is to enhance the ability of the Company to
attract and retain directors who are not Employees (“Non-Employee Directors”)
through a program of automatic Option grants.


 


1.03        Effective Date of the Program


 


The Program became effective as of the Registration Date on December 1,
1999, and was first amended and restated by the Board on April 22, 2001 to
increase the number of Shares granted pursuant to Initial Grants and Subsequent
Grants (as defined below) and to change the vesting provisions thereunder.   The Program was further amended and
restated by the Board on March 29, 2002 to increase the number of Shares
granted pursuant to Initial Grants and Subsequent Grants, to award additional
Option grants to Non-Employee Directors serving on committees of the Board, and
to change the vesting provisions for all automatic Option grants.


 


 


ARTICLE II


DEFINITIONS


 


 


Capitalized terms in this Program, unless otherwise defined in this
Program, have the meaning given to them in the Plan.  As used in this Program, the following definitions shall apply:


 


2.01        Change in Control


 


 


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“Change in Control”  means a change in ownership or control of
the Company effected through either of the following transactions:


(a)   the direct or indirect acquisition by any
person or related group of persons (other than an acquisition from or by the
Company or by a Company-sponsored employee benefit plan or by a person that
directly or indirectly controls, is controlled by, or is under common control
with, the Company) of beneficial ownership (within the meaning of
Rule 13d-3 of the Exchange Act) of securities possessing more than fifty
percent (50%) of the total combined voting power of the Company’s outstanding
securities pursuant to a tender or exchange offer made directly to the
Company’s stockholders which a majority of the Continuing Directors who are not
Affiliates or Associates of the offeror do not recommend such stockholders
accept, or


(b)   a change in the composition of the Board over
a period of thirty-six (36) months or less such that a majority of the Board
members (rounded up to the next whole number) ceases, by reason of one or more
contested elections for Board membership, to be comprised of individuals who
are Continuing Directors.


2.02        Continuing Directors


“Continuing Directors” means members of the Board who either
(i) have been Board members continuously for a period of at least
thirty-six (36) months or (ii) have been Board members for less than
thirty-six (36) months and were elected or nominated for election as Board
members by at least a majority of the Board members described in
clause (i) who were still in office at the time such election or
nomination was approved by the Board.


2.03        Corporate Transaction


“Corporate Transaction”  means any of the following transactions:


(a)   a merger or consolidation in which the
Company is not the surviving entity, except for a transaction the principal
purpose of which is to change the state in which the Company is incorporated;


(b)   the sale, transfer or other disposition of
all or substantially all of the assets of the Company (including the capital
stock of the Company’s subsidiary corporations) in connection with the complete
liquidation or dissolution of the Company;


(c)   any reverse merger in which the Company is
the surviving entity but in which securities possessing more than fifty percent
(50%) of the total combined voting power of the Company’s outstanding
securities are transferred to a person or persons different from those who held
such securities immediately prior to such merger; or


(d)   acquisition by any person or related group of
persons (other than the Company or by a Company-sponsored employee benefit
plan) of beneficial ownership (within the meaning of Rule 13d-3 of the
Exchange Act) of securities possessing more 


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than fifty percent (50%) of the total combined voting
power of the Company’s outstanding securities (whether or not in a transaction
also constituting a Change in Control), but excluding any such transaction that
the Plan Administrator determines shall not be a Corporate Transaction.


 


 


ARTICLE
III


OPTION
TERMS


 


 


3.01        Date of Grant and Number of Shares


 


                (a)
  Initial Grant.  A Non-Qualified Stock Option to purchase
twenty thousand (20,000)  shares of Common Stock shall be granted
(“Initial Grant”) to each Non-Employee Director elected or appointed to the
Board for the first time on or after March 29, 2002.  Such Initial Grant shall be made on the date each such
Non-Employee Director first becomes a Non-Employee Director.


 


                (b)
  Subsequent Grants.  Immediately following each annual meeting of
the Company’s stockholders commencing with the annual meeting of the Company’s
stockholders in 2002, each Non-Employee Director who continues as a
Non-Employee Director following such annual meeting shall be granted a
Non-Qualified Stock Option to purchase twelve thousand (12,000) shares of
Common Stock (a “Subsequent Grant”); provided that no Subsequent Grant shall be
made to any Non-Employee Director who has not served as a director of the
Company, as of the time of such annual meeting, for at least six (6)
months.  Each such Subsequent Grant
shall be made on the date of the annual stockholders’ meeting in question.


 


                (c)
Committee Service Grants.  Each
Non-Employee Director who serves as a member of a committee of the Board
immediately following each annual meeting of the Company’s stockholders,
commencing with the annual meeting of the Company’s stockholders in 2002, shall
be granted a Non-Qualified Stock Option to purchase three thousand (3,000)
shares of Common Stock (a “Committee Service Grant”); provided that no
Committee Service Grant shall be made to any Non-Employee Director who has not
served as a director of the Company, as of the time of such annual meeting, for
at least six (6) months.  Non-employee
directors shall receive an additional Committee Service Grant for each
individual committee of the Board upon which he or she serves as a member as
described above.  Each such Committee
Service Grant shall be made on the date of the annual stockholders’ meeting in
question.


 


3.02        Vesting


 


                (a)   Initial Grant.  Each Initial Grant under the Program shall
vest and become exercisable as to 1/36 of the shares of Common Stock subject to
the Option on each 


 


 


3

















 


monthly anniversary of the date of grant, such that the Option will be
fully exercisable three (3) years after its date of grant.


 


                (b)   Subsequent Grants and Committee Service
Grants.  Each Subsequent Grant and
each Committee Service Grant under the Program shall vest and become
exercisable as to 1/12 of the shares of Common Stock subject to the Option on
each monthly anniversary of the date of grant, such that the Option will be
fully exercisable one (1) year after its date of grant.


 


3.03        Exercise Price


 


The exercise price per share of Common Stock of each Initial Grant and
Subsequent Grant shall be one hundred percent (100%) of the Fair Market Value
per Share on the date of grant.


 


3.04        Corporate Transaction/Change in Control


 


(a)           In the event of a
Corporate Transaction, each Option which is at the time outstanding under the
Program automatically shall become fully vested and exercisable immediately
prior to the effective date of such Corporate Transaction.  Effective upon the consummation of the
Corporate Transaction, all outstanding Options under the Program shall
terminate.  However, all such Options
shall not terminate if the Options are, in connection with the Corporate
Transaction, assumed by the successor corporation or Parent thereof.


 


(b)           In the event of a
Change in Control (other than a Change in Control which also is a Corporate
Transaction), each Option which is at the time outstanding under the Program automatically
shall become fully vested and exercisable, immediately prior to the specified
effective date of such Change in Control. 
Each such Option shall remain so exercisable until the expiration or
sooner termination of the applicable Option term.


 


3.05        Other Terms


 


The Plan Administrator
shall determine the remaining terms and conditions of the Options awarded under
the Program.


 


 


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