**Exhibit 10.19**

 

**Summary of Key Terms of Named Executive OfficerCompensation Arrangements**

 

Digimarc has a written employment agreement with itsChief Executive Officer, Bruce Davis, that governs the minimum terms of hiscompensation and is filed as an exhibit to Digimarc’s annual report on Form 10-K.The Compensation Committee of Digimarc’s Board of Directors may establishcompensation for Mr. Davis that exceeds the minimums established by hisemployment agreement.

 

Digimarc’s other named executive officers arecompensated pursuant to oral, informal compensation arrangements. TheCompensation Committee determines annually the compensation of each namedexecutive officer. Material elements of Digimarc’s compensation arrangementswith its named executive officers consist of an annual base salary, annual cashbonus and equity compensation awards.

 

The following table sets forth the base salary andannual bonus target amount for each named executive officer for 2006.

 
| **Name and Principal Positions**                                             | ** ** | **2006 Base Salary** | ** ** | **2006 Annual Bonus  Target (Percentage  of Base Salary)** | ** ** |
|------------------------------------------------------------------------------|------------|----------------------|------------|------------------------------------------------------------|------------|
| Bruce Davis, Chief Executive Officer and  Chairman of the Board of Directors |       | $                    | 410,000    |                                                       | 75         | % |
| Robert Eckel, President, Government  Programs                                |       | $                    | 270,000    |                                                       | 50         | % |
| Michael McConnell, Chief Financial Officer  and Treasurer                    |       | $                    | 260,000    |                                                       | 50         | % |
| Robert P. Chamness, Chief Legal Officer and  Secretary                       |       | $                    | 250,000    |                                                       | 50         | % |
| J. Scott Carr, Executive Vice President                                      |       | $                    | 250,000    |                                                       | 50         | % |
| Reed Stager, Executive Vice President                                        |       | $                    | 250,000    |                                                       | 50         | % |

 

For each named executive officer’s 2006 annual bonustarget, 40% will be paid based on the achievement of individual performancegoals; 40% will be paid based on the achievement of financial targets; and theremaining 20% will be paid based on the achievement of target levels of returnon equity as compared to a weighted peer group. Payouts of annual bonuses willbe dependent on the level of achievement of performance goals described above,and no named executive officer will receive a payout if the applicable minimumperformance goal is not met. Each named executive officer will have theopportunity to earn up to his full annual bonus target based on the level ofachievement in 2006 of the performance goals applicable to such individual and may earna bonus above the target if the performance goals are exceeded.

 

The named executive officersare also eligible to participate in Digimarc’s equity compensation plans, andgenerally receive annual awards of options, restricted stock and/or performancevesting shares under these plans at the discretion of the CompensationCommittee. Options and restricted stock awards generally vest over a four-yearperiod following the date of grant. Performance vesting shares generally vestor terminate on the achievement of one or more specified performance goals.Specific terms of option grants are governed by a Stock Option Award Agreementbetween the Company and each named executive officer. Specific terms ofrestricted stock awards and performance vesting share awards are governed by aRestricted Stock Agreement and Performance Vesting Share Agreement,respectively, between the Company and each named executive officer.

 

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