Exhibit
10.1


CHANGE OF CONTROL
RETENTION AGREEMENT


This Change of
Control Retention Agreement (“this Agreement”) is made as of the           day
of         , 200_, between Digimarc
Corporation, a Delaware corporation, with its principal offices at Beaverton,
Oregon (hereinafter called the “Company”), and                                     (hereinafter called “Executive”).


It is made with
reference to the following facts:


A.                                   The
Board of Directors of the Company (the “Board”) believes it imperative that the
Company and the Board be able to rely upon Executive to continue in Executive’s
position, and that they be able to receive and rely upon Executive’s advice as
to the best interests of the Company and its shareholders, without concern that
Executive might be distracted or his or her advice affected by the
circumstances described in Section 1.2 below;


B.                                     Executive
is willing to enter into this Agreement for the purposes and on the terms and
conditions described herein;


NOW, THEREFORE,
the parties hereto agree as follows:


1.                                       Definitions.


1.1                                 “Approved
Group” shall mean any employee benefit plan of the Company or of any subsidiary
of the Company, or any person or entity organized, appointed or established by
the Company for or pursuant to the terms of any such plan.


1.2                                 “Effective
Date” shall mean the day preceding the first to occur of the following events
(the “Change of Control Events”):


(a)                                  Any
Person (as defined in Section 13(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), other than the Approved Group or a broker, bank,
or trust company holding common stock of the Company for the account of
customers who are not members of a “group” (within the meaning of Section 13(d)
of the Exchange Act), becoming the record or beneficial owner of 50% or more of
any class of the Company’s voting equity securities, as disclosed by the
Company’s stock records or in any other way, including, without limitation, any
filing with the Securities and Exchange Commission or otherwise; or


(b)                                 Upon
the purchase of 50% or more of any class of the Company’s voting equity
securities pursuant to any tender offer or exchange offer for shares of the
Company’s stock, other than one made by the Company or the Approved Group; or


(c)                                  Upon
approval by the shareholders of the Company (or, if later, approval by the
shareholders of a third party) of any merger, consolidation, reorganization or
other transaction providing for the conversion or exchange of more than fifty
percent (50%) of the outstanding shares of the Company’s stock into 



 1
 






 



securities of a third party, or cash, or property, or a combination of
any of the foregoing; or


(d)                                 The
sale of substantially all of the assets of either the Digital Watermarking
Business or the ID Credentials Business.


1.3                                 “Fiscal
Year” shall mean the 12-month period ending on December 31.


1.4                                 “Good
Reason,” when used with reference to a voluntary termination by Executive of
his or her employment with the Company, shall mean:


(a)                                  a
substantial reduction in Executive’s level of duties or responsibilities; provided,
that (i) a change in title or (ii) a change in title or status resulting from
the Company, or any affiliate of the Company by which Executive is then
employed, being a direct or indirect subsidiary of a parent company following a
Change of Control Event, with no corresponding substantial reduction in
Executive’s level of duties and responsibilities, shall not, in and of itself,
constitute Good Reason;


(b)                                 a
material reduction in Executive’s Minimum Base Salary, benefits or total cash
compensation (consisting of base salary and target bonus), unless such
reduction is part of an overall reduction for all employees at the same level
as Executive;


(c)                                  the
Company’s mandatory transfer of Executive to another geographic location that
is more than 35 miles from the location where Executive was employed at the
Effective Date, except for required travel on the Company’s business to an
extent substantially consistent with Executive’s business travel obligations
immediately prior to the Effective Date hereof;


(d)                                 the
failure by the Company to obtain an assumption of the obligations of the
Company to perform this Agreement by any successor to the Company, to the
extent legally required; or


(e)                                  the
repudiation or failure by the Company or its successor to acknowledge (upon
Executive’s written request) or to comply with any of its obligations under
this Agreement.


1.5                                 “Contract
Period” shall mean the period commencing on the Effective Date and ending on
the first (1st)
anniversary of the Effective Date.


1.6                                 “Disability”
shall mean a physical or mental incapacity of Executive which entitles
Executive to commence the receipt of benefits under the long-term disability
plan maintained by the Company.


1.7                                 “Cause,”
when used in connection with the termination of Executive’s employment by the
Company, shall mean (a) the willful engaging by Executive in misconduct which
is significantly injurious to the Company, monetarily or otherwise; (b) any act
by the



 2
 






 



Executive of fraud,
dishonesty, embezzlement, misrepresentation or theft of property of the
Company; (c) Executive’s conviction of or plea of no contest to a felony or any
crime involving moral turpitude; (d) Executive’s breach of this Agreement or
any other agreements with the Company; (e) Executive’s unauthorized disclosure
of the Company’s proprietary or confidential information or breach of any
confidentiality/invention/proprietary information agreement(s) with the
Company; (f) Executive’s violation of the Company’s Code of Ethics (if
applicable), Code of Business Conduct and Ethics or any other employment rule,
code or policy, as such policies currently exist or may be amended or
implemented during Executive’s employment with the Company; (g) Executive’s
failure or refusal to follow the lawful instructions of the Company, if such
failure or refusal continues for a period of five (5) calendar days after the
Company delivers to Executive a written notice stating the instructions that
Executive has failed or refused to follow; (h) the entry by a court of
competent jurisdiction of an order, or the entering into by Executive of a
consent decree, barring Executive from serving as an officer or director of a
public company; or (i) Executive’s failure to meet and sustain an acceptable
level of performance of Executive’s duties and obligations to the Company
(other than by reason of Disability), which failure continues thirty (30) days
after the Company has given written notice thereof to Executive.  For purposes of this definition, no act, or
failure to act, on Executive’s part shall be considered “willful” unless done,
or omitted to be done, by Executive in bad faith and without reasonable belief
that the action or omission was in the best interests of the Company.


1.8                                 “Without
Cause,” when used in connection with the termination of Executive’s employment
by the company, shall mean any termination of employment of Executive by the
Company which is not a termination of employment for Cause or for Disability.


1.9                                 “Termination
Date” shall mean the effective date as provided in this Agreement for the
termination of Executive’s employment.


1.10                           “Minimum
Base Salary” shall mean salary at an annual rate equal to Executive’s annual
rate of salary on the Termination Date.


1.11                           “Current
Compensation” shall mean one-twelfth (1/12th) of the sum of (a) the Minimum Base Salary, plus
(b) the amount paid to Executive with respect to the most recently
completed fiscal year under the Company’s annual incentive bonus cash
compensation program.


1.12                           “Digital
Watermarking Business” is the intellectual property (patents, trade secrets and
know-how), software and related contracts, programs, customer
relationships and other assets concerning: 
(i) technology that allows users to embed a digital code into
audio, images, video and printed documents and wherein such digital code is
imperceptible during normal use but readable by computers and software and
(ii) technology that allows conveying data or enabling access to data
applications or network resources including indicators of permitted uses,
copyright status and/or business terms as it relates to a piece of content.



 3
 






 



1.13                           “ID
Credentials Business” is all assets of the Company not included in the Digital
Watermarking Business.


2.                                       Scope
of Agreement.


2.1                                 General.  This Agreement shall apply with respect to
any termination of employment of Executive which occurs during the Contract
Period.  It shall not apply to any
termination of employment of Executive which occurs other than during the
Contract Period.  Notwithstanding any other provision of this Agreement, any termination
of Executive’s employment shall not be subject to the terms of this Agreement
(and shall not be deemed a termination hereunder) if (a) such termination
occurs in connection with the closing of the sale of substantially all of the
assets of either the Digital Watermarking Business or the ID Credentials
Business, (b) Executive is offered employment by the successor to such
transferred business upon initial terms that would not constitute Good Reason,
and (c) the successor to such transferred business assumes the Company’s
obligations under this Agreement.


2.2                                 Termination.  This Agreement shall terminate on December
31, 2009, if Executive is still in the employ of the Company and a Change of
Control Event has not occurred.  Except
as otherwise provided herein in respect of payments to beneficiaries, this
Agreement shall terminate automatically upon the death of Executive.


3.                                       Termination
of Employment of Executive By the Company During the Contract Period.


3.1                                 General.  During the Contract Period, the Company shall
have the right to terminate Executive’s employment hereunder for Cause, for
Disability or Without Cause upon following the procedures hereinafter
specified.


3.2                                 For
Disability.  Termination of
Executive’s employment for Disability shall become effective on the date that
disability benefits, payable to Executive in an amount equal to at least
sixty-five (65%) percent of Executive’s then Minimum Base Salary commence under
any long-term disability plan maintained by the Company or on such later date
as the Company may specify in a written notice to the Executive.


3.3                                 For
Cause.  Termination of Executive’s
employment for Cause shall become effective five (5) days after a written
notice of intent to terminate Executive’s employment, specifying the
particulars of the conduct of Executive forming the basis for such termination,
is given to Executive by the Board.


3.4                                 Without
Cause.  The Company shall have the
absolute right to terminate Executive’s employment Without Cause at any
time.  Termination of Executive’s
employment Without Cause shall be effective five (5) business days after the
date of the giving to Executive by the Board of a written notice of
termination, specifying that such termination is Without Cause.



 4
 






 



3.5                                 Effect
of Termination.  Upon a termination
of Executive’s employment for Cause, or for Disability as provided in Section
3.2 hereof, Executive shall have no right to receive any compensation or
benefits hereunder.  Upon a termination
of Executive’s employment Without Cause, Executive shall be entitled to receive
the compensation and benefits provided in Section 5 hereof.


4.                                       Termination
of Employment by Executive During Contract Period.  During the Contract Period, the Executive
shall be entitled to terminate his or her employment with the Company.  The Executive shall give the Company written
notice of voluntary termination of employment, which notice need specify only
Executive’s desire to terminate his or her employment and, if such termination
is for Good Reason, set forth in reasonable detail the facts and circumstances
claimed by Executive to constitute Good Reason. 
Any notice by Executive pursuant to this Section shall be effective
thirty (30) days after receipt by the Company of such notice; provided,
that an Executive’s termination of employment shall not be for Good Reason, if
the Company has, within such thirty (30) days period, corrected the
circumstance that would otherwise result in Good Reason for termination.  If such termination is for Good Reason,
Executive shall be entitled to receive the compensation and benefits in Section
5 hereof.  If such termination is for
other than Good Reason, Executive shall have no right to receive any
compensation and benefits hereunder other than Executive’s Minimum Base Salary
and accrued vacation through Executive’s termination date.


5.                                       Benefits
Upon Termination by the Company Without Cause or by Executive for Good Reason.  Upon the termination of the employment of
Executive by the Company pursuant to Section 3.4 or by Executive for Good
Reason pursuant to Section 4 hereof, and if Executive executes and does not
revoke a general release of all claims in a form acceptable to the Company and
substantially similar to Exhibit A attached hereto (the “General
Release”), Executive shall be entitled to receive the following compensation
and benefits:


5.1                                 The
Company shall pay to Executive (a) Minimum Base Salary through the
Termination Date, and (b) for the period commencing on the Termination
Date and continuing until the first anniversary of the Termination Date, a
monthly amount equal to the Current Compensation; provided, however,
that the Company’s obligation hereunder shall be reduced by the amount of any
compensation Executive receives from another source for services rendered
during the period that payments are being made pursuant to this
Section 5.1.  Executive shall
provide notice of all compensation referred to in the preceding sentence to the
Company within seven (7) days of receipt of such compensation.


5.2                                 The
Company shall pay any premiums necessary to continue Executive’s health
insurance coverage under the Company’s health insurance plan pursuant to
Section 4980B(f) of the Internal Revenue Code of 1986, as amended (“COBRA”)
(provided that Executive is eligible for, and timely elects, COBRA continuation
coverage under the Company’s health insurance plan) until the earliest of (a)
eighteen (18) months after the Termination Date, (b) the first date that
Executive is covered under another health insurance plan or program, or (c) the
date on which Executive is no longer entitled to COBRA continuation coverage
under the Company’s health insurance plan.



 5
 






 



5.3                                 The
Company shall pay to Executive an amount equal to the pro rated portion
(based upon the percentage of the current fiscal year represented by the period
through the Termination Date) of the bonus that was paid to Executive with
respect to the most recently completed fiscal year under the Company’s annual
incentive bonus cash compensation program. 
The good faith determination of the Compensation Committee of the
Company’s Board of Directors as to the bonus that would be payable to Executive
pursuant to this Section 5.3 shall be conclusively presumed to be correct.


5.4                                 Notwithstanding
any other provision of this Agreement, if the Company receives confirmation
from the Company’s independent tax counsel or its certified public accounting
firm (the “Tax Advisor”) that any portion of any payment by the Company or a
related entity to the Executive, or any benefit received by Executive, under
this Agreement or otherwise (each a “Payment”) would be considered to be an
“excess parachute payment” within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended, or any successor statute then in effect (the “Code”),
then the Payments (under this Agreement or otherwise) shall be reduced (the
“Reduction”) to the highest amount that, in the opinion of the Tax Advisor, may
be paid to Executive by the Company without having any portion of any Payment
treated as an “excess parachute payment”; provided that the Reduction shall not
apply if, in the opinion of the Tax Advisor, the after-tax value to Executive
of the total Payments prior to the Reduction is greater than the after-tax
value to Executive if the total Payments are determined taking into account the
Reduction.  For purposes of determining
the after-tax value of the Payments, (i) Executive shall be deemed
to pay income taxes at the highest rate of federal income tax and the highest
rate or rates of state and local income taxes in the state and locality of
Executive’s domicile for income tax purposes for the taxable year in which the
Total Payments will be made, provided that the state and local income tax rate
shall be determined assuming that such taxes are fully deductible for federal
income tax purposes, and provided further that any phase-out of itemized
deductions or other items shall be ignored; and (ii) Executive shall be
deemed to pay employment taxes at the applicable rate under Section 3101(b) of
the Code.  The Reduction shall be applied
to the Payments in any manner determined by the Company in its reasonable
discretion.  If the Tax Advisor requests,
Executive and the Company shall obtain, at the Company’s expense, and the Tax
Advisor may rely on, the advice of a firm of recognized executive compensation
consultants as to the reasonableness of any item of compensation to be received
by Executive.  All determinations made by
the Tax Advisor shall be binding upon the parties hereto and all fees and
expenses of the Tax Advisor shall be borne by the Company.


5.5                                 Except
as specifically provided herein, the amount of any compensation or benefits
provided for in this Section 5 shall not be subject to mitigation by Executive
being required to seek other employment or otherwise.


5.6                                 Notwithstanding
anything to the contrary in this Agreement, the Company and Executive intend that the provisions of this Agreement,
and any payments or other benefits under this Agreement, comply with the payout
and other limitations and restrictions imposed under Section 409A of the
Internal Revenue Code of 1986, as amended (“Section 409A”),
as clarified or modified by guidance from the U.S. Department of Treasury
or the Internal Revenue Service if, and to the extent, Section 409A is otherwise
applicable to this Agreement and such compliance is necessary to avoid any of
the penalties otherwise 



 6
 






 



imposed under Section 409A. 
In this connection, the provisions of this Agreement, and any payments
or other benefits under this Agreement, and the terms of any deferral and other
rights regarding this Agreement, will, unless otherwise determined by the
Company, be deemed modified if and to the extent necessary to comply with the
payout and other limitations and restrictions imposed under Section 409A,
as clarified or supplemented by guidance from the U.S. Department of
Treasury or the Internal Revenue Service, so as to avoid any of the penalties
otherwise imposed under Section 409A.  For example, if Executive is a “specified
employee,” within the meaning of Section 409A, then, to the extent necessary to
avoid penalties under Section 409A, benefit payments under Section 5
shall be delayed until six months after Executive’s Termination Date.  If payments are delayed pursuant to this
Section 5.6, any amount which would have been paid during such six-month
period but for this Section 5.6 shall be accumulated and paid in a lump
sum as soon as administratively practicable after the six-month anniversary of
Executive’s Termination Date.


5.7                                 If
Executive does not properly execute the General Release or if Executive revokes
or attempts to revoke the General Release, Executive will not be entitled to
any of the benefits provided under this Section 5, except those which may be
otherwise required by law.


6.                                       Successors;
Binding Agreement.


6.1                                 As
used in this Agreement, “Company” shall mean the Company as hereinbefore
defined and any successor to its business and/or assets or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation of
law.


6.2                                 This
Agreement is personal to Executive and Executive may not assign or transfer any
part of his or her rights or duties hereunder, or any compensation due to
Executive hereunder, to any other person, except that this Agreement shall
inure to the benefit of and be enforceable by Executive’s personal or legal
representatives, executors, administrators, heirs, distributees, devisees,
legatees or beneficiaries.


7.                                       Modification;
Waiver.  No provisions of this
Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by Executive and by
the Chief Executive Officer of the Company or such other director or officer as
may be specifically designated by the Board. 
Waiver by any party of any breach of or failure to comply with any
provision of this Agreement by the other party shall not be construed as, or
constitute, a continuing waiver of such provision, or a waiver of any other
breach of, or failure to comply with, any other provision of this Agreement.


8.                                       Arbitration
of Disputes.


8.1                                 Any
disagreement, dispute, controversy or claim arising out of or relating to this
Agreement or the interpretation or validity hereof shall be settled exclusively
and finally by arbitration.  It is
specifically understood and agreed that any disagreement, dispute or
controversy which cannot be resolved between the parties, including, without
limitation, any matter relating to the interpretation of this Agreement, may be
submitted to arbitration irrespective of the magnitude thereof, the amount in
controversy or whether such



 7
 






 



disagreement, dispute or controversy would otherwise be considered
justiciable or ripe for resolution by a court or arbitral tribunal.


8.2                                 The
arbitration shall be conducted in accordance with the Commercial Arbitration
Rules (the “Arbitration Rules”) of the American Arbitration Association (the
“AAA”).


8.3                                 The
arbitral tribunal shall consist of one arbitrator.  The parties to the arbitration jointly shall
directly appoint such arbitrator within thirty (30) days of initiation of the
arbitration.  If the parties shall fail
to appoint such arbitrator as provided above, such arbitrator shall be
appointed by the AAA as provided in the Arbitration Rules and shall be a person
who (a) maintains his or her principal place of business in the State of
Oregon; and (b) has had substantial experience in business
transactions.  The Company shall pay all
of the fees, if any, and expenses of such arbitrator.


8.4                                 The
arbitration shall be conducted in Portland, Oregon, or in such other city in
the United States of America as the parties to the dispute may designate by
mutual written consent.


8.5                                 At
any oral hearing of evidence in connection with the arbitration, each party
thereto or its legal counsel shall have the right to examine its witnesses and
to cross-examine the witnesses of any opposing party.  No evidence of any witness shall be presented
in written form unless the opposing party or parties shall have the opportunity
to cross-examine such witness, except as the parties to the dispute otherwise
agree in writing or except under extraordinary circumstances where the
interests of justice require a different procedure.


8.6                                 Any
decision or award of the arbitral tribunal shall be final and binding upon the parties
to the arbitration proceeding.  The
parties hereto hereby waive to the extent permitted by law any rights to appeal
or to seek review of such award by any court or tribunal. The parties hereto
agree that the arbitral award may be enforced against the parties to the
arbitration proceeding or their assets wherever they may be found and that a
judgment upon the arbitral award may be entered in any court having
jurisdiction.


8.7                                 Nothing
herein contained shall be deemed to give the arbitral tribunal any authority,
power, or right to alter, change, amend, modify, add to, or subtract from any
of the provisions of this Agreement.


9.                                       Payment
Obligations Absolute.  The Company’s
obligation to pay Executive the amounts provided for hereunder and to make the
arrangements provided for hereunder shall be absolute and unconditional and
shall not be affected by any circumstances, including, without limitation, any
set-off, counterclaim, recoupment, defense or other right which the Company may
have against Executive or anyone else. 
All amounts payable by the Company hereunder shall be paid without
notice or demand.  Except as expressly
provided herein, the Company waives all rights which it may now have or may
hereafter have conferred upon it, by statute or otherwise, to terminate, cancel
or rescind this Agreement in whole or in part. 
Subject to the right of the Company to seek arbitration under Section 8
and recover, pursuant to such arbitration, any payment made hereunder, each and
every payment made hereunder by the



 8
 






 



Company shall be
final and the Company will not seek to recover all or any part of such payment
from Executive or from whomsoever may be entitled thereto, for any reason
whatsoever.


10.                                 Notice.  All notices, requests, demands and other
communications required or permitted to be given by either party to the other
party by this Agreement (including, without limitation, any notice of
termination of employment and any notice under the Arbitration Rules of an
intention to arbitrate) shall be in writing and shall be deemed to have been
duly given when delivered personally or received by certified or registered
mail, return receipt requested, postage prepaid, at the address of the other
party as follows:


If to the Company,
to:


Digimarc Corporation


9405 S.W. Gemini Drive


Beaverton, Oregon 97008


Attn: General Counsel


If to the Executive, to:


 


Either party
hereto may change its address, for purposes of this Section 10, by giving
fifteen (15) days prior notice to the other party hereto.


11.                                 Severability.  If any term or provision of this Agreement or
the application hereof to any person or circumstances shall to any extent be
invalid or unenforceable, the remainder of this Agreement or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable shall not be affected thereby, and each
term and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.


12.                                 Headings.  The headings in this Agreement are inserted
for convenience of reference only and shall not be a part of or control or
affect the meaning of this Agreement.


13.                                 Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed an original.


14.                                 Governing
Law.  This Agreement shall in all
respects be governed by, and construed and enforced in accordance with, the
laws of the State of Oregon.


15.                                 Payroll
and Withholding Taxes.  All payments
to be made or benefits to be provided hereunder by the Company shall be subject
to reduction for any applicable payroll related or withholding taxes.



 9
 






 



16.                                 Entire
Agreement.  This Agreement supersedes
any and all other oral or written agreements heretofore made relating to the
subject matter hereof and constitutes the entire agreement of the parties
relating to the subject matter hereof; provided, that this Agreement
shall not supersede or limit or in any way affect any rights Executive may have
under any other Company employee benefit plan, program or arrangement
(including, without limitation, any pension, life insurance, medical, dental,
health, vacation, accident and disability plans, programs and arrangements).


IN WITNESS
WHEREOF, the parties have executed this Change of Control Retention Agreement
as of the date first above written.


	
   

  	
  DIGIMARC CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 



 10














 


EXHIBIT A


SETTLEMENT AGREEMENT AND GENERAL RELEASE


This SETTLEMENT
AGREEMENT AND GENERAL RELEASE (this “Agreement”), effective                 ,
200   by and between                  
(“Executive”) and Digimarc Corporation (the “Company”)


RECITAL


A.                                   Executive
and Company are parties to, among other things, a Change of Control Retention
Agreement dated as of             ,
200   (the “Change of Control Retention Agreement”).


B.                                     The
Change of Control Retention Agreement provides, among other things, that if (i)
Company terminates the employment of Executive Without Cause (as defined in the
Change of Control Retention Agreement), or (ii) the Executive resigns his or
her employment for Good Reason (as defined in the Change of Control Retention Agreement)
(each a “Release Condition”), then Executive shall execute this
Agreement in exchange for the right to receive certain payments from Company as
set forth more fully in the Change of Control Retention Agreement.


C.                                     Effective
           , 200_, a
Release Condition has occurred.


AGREEMENT


In consideration
of the foregoing premises, the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


1.                                       Settlement
Amount.  Execution of this Agreement
by Executive shall satisfy the condition that Executive execute a full release
of claims as set forth in Section 5 of the Change of Control Retention
Agreement and, upon satisfaction of any other conditions set forth in this
Agreement or in the Change of Control Retention Agreement, Executive shall be
entitled to receive the compensation set forth in Section 5 of the Change
of Control Retention Agreement.


2.                                       Release
of Claims.  Executive irrevocably and
unconditionally releases and forever discharges Company, its affiliates,
successors and assigns, and each of their respective officers, directors,
members, employees, representatives, insurance carriers, attorneys,
subsidiaries, affiliates, representatives, agents, successors, heirs,
executors, administrators and assigns, and all persons acting by, through,
under or in concert with any of them (collectively “Releasees”), of and
from any and all claims, actions, causes of action, suits, debts, charges,
complaints, liabilities, obligations, promises, agreements, controversies,
damages, and expenses (including attorney’s fees and costs actually incurred),
of any nature whatsoever, known or unknown, in law or equity, including,
without limitation of the foregoing general terms, any claims against Company
and Releasees arising from or related to Executive’s employment with 



 1
 






 



Company or the
termination thereof, and any claims arising from any alleged violation by
Company of any federal, state or local statutes, ordinances or common laws,
including, but not limited to, the Age Discrimination in Employment Act.


3.                                       Confidentiality.  Executive agrees that the terms, amount and
fact of settlement shall be kept strictly confidential and promises that
neither Executive nor Executive’s representatives nor agents shall disclose,
either directly or indirectly, any information concerning this settlement (or
the fact of settlement) to anyone, including but not limited to past, present
or future employees of Company, its affiliates, successors or any other
company.


4.                                       Disclaimer
of Liability.  This Agreement does
not constitute and shall not be construed as an admission of liability or
wrongdoing by Company, its agents, employees or successors, with respect to any
claims asserted by Executive, and Company expressly denies that it has done
anything wrong or unlawful.


5.                                       Release
of Unknown Claims.  Executive
represents that Executive is not aware of any claims against Company except for
those claims that are released by this Agreement.  Moreover, the Parties agree and represent
that it is within their contemplation that Executive may have claims against
Company of which, at the time of the execution of this Agreement, they have no
knowledge or suspicion, but that this Agreement extends to claims in any way
based upon, connected with, or related to the matters described in Paragraph 2
above, whether or not known, claimed, or suspected by the Parties.


6.                                       Property.  As a precondition to any settlement payment
in connection with this Agreement, Executive shall return to Company all
property of Company in Executive’s possession.


7.                                       ADEA
Notification. This Agreement contains a release of claims under the Age
Discrimination in Employment Act (the “ADEA”).  By executing this Agreement, Executive
certifies that Executive has knowingly and voluntarily given up any claims that
Executive may have under the ADEA if those claims arose before Executive signed
this Agreement.  Executive further
certifies that the payments described in this Agreement are considerations to
which Executive would not otherwise be entitled without signing this Agreement,
and that these considerations constitute payment in exchange for Executive’s
execution of this Agreement.


Under the ADEA,
Executive may take up to twenty-one (21) days to consider the terms of this
Agreement. Executive has the right to accept in less time by signing and
delivering this Agreement to Company. Executive is urged to use as many of the
twenty-one (21) days as necessary to consider this Agreement and to consult
with Executive’s attorney about it. Executive acknowledges that Executive has
been given at least twenty-one (21) days to consider this Agreement prior to
signing it, and Executive’s signature on this Agreement is completely
voluntary.


Under the ADEA,
Executive may revoke this Agreement within seven (7) days of the date on which
Executive signs the Agreement.  If
Executive revokes, then Executive will not receive any of payments or other
considerations set forth in this Agreement. 
TO BE EFFECTIVE, 



 2
 






 



EXECUTIVE’S REVOCATION
MUST BE IN WRITING AND RETURNED TO DIGIMARC CORPORATION, ATTENTION: GENERAL
COUNSEL, WITHIN SEVEN (7) DAYS OF THE DATE OF EXECUTIVE’S SIGNING OF THIS
AGREEMENT.


8.                                       Governing
Law.  This Agreement shall be
governed by and construed under the laws of the State of Oregon as applied to
agreements among Oregon residents, made and to be performed entirely within the
State of Oregon, without giving effect to conflicts of laws principles.


PLEASE
READ CAREFULLY.  THIS IS A RELEASE OF
CLAIMS YOU MAY HAVE AGAINST DIGIMARC CORPORATION.


	
  EXECUTIVE

  	
  DIGIMARC CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Dated:                 ,
  200_.

  	
  Dated:                    ,
  200_.

  
					



 



 3