EXHIBIT
4.5


 


	
  Participant
  Name:

  	
  Jacques Kerrest

  
	
   

  	
   

  
	
  Employee
  Number:

  	
  526279181

  
	
   

  	
   

  
	
  Grant
  Name:

  	
  8/01/2008
  Non-Qualified 2.51 BOD (2)

  
	
   

  	
   

  
	
  Issue
  Date:

  	
  01-Aug-2008

  
	
   

  	
   

  
	
  Expiry
  Date:

  	
  01-Aug-2015

  
	
   

  	
   

  
	
  Grant
  Price:

  	
  $2.51 USD

  
	
   

  	
   

  
	
  Total
  Options (NQ):

  	
  700,000

  



 


Vest Schedule
- Options


	
   

  	
   

  	
   

  	
   

  
	
  Vest Date

  	
   

  	
  Vest
  Quantity

  	
   

  
	
  24-Apr-2012

  	
   

  	
  350,000

  	
   

  
	
  23-May-2012

  	
   

  	
  29,167

  	
   

  
	
  23-June-2012

  	
   

  	
  29,166

  	
   

  
	
  23-Jul-2012

  	
   

  	
  29,167

  	
   

  
	
  23-Aug-2012

  	
   

  	
  29,167

  	
   

  
	
  23-Sep-2012

  	
   

  	
  29,166

  	
   

  
	
  23-Oct-2012

  	
   

  	
  29,167

  	
   

  
	
  23-Nov-2012

  	
   

  	
  29,167

  	
   

  
	
  23-Dec-2012

  	
   

  	
  29,166

  	
   

  
	
  23-Jan-2013

  	
   

  	
  29,167

  	
   

  
	
  23-Feb-2013

  	
   

  	
  29,167

  	
   

  
	
  23-Mar-2013

  	
   

  	
  29,166

  	
   

  
	
  23-Apr-2013

  	
   

  	
  29,167

  	
   

  
	
   

  	
   

  	
  700,000

  	
   

  



 


ACTIVIDENTITY CORP.


 


STOCK OPTION GRANT AGREEMENT


 


PART I - NOTICE OF STOCK OPTION GRANT


 


You have been
granted an option (the Option) to purchase shares of common stock of
Actividentity Corp. (the Shares), subject to the terms and conditions of the
Actividentity 2004 Equity Incentive Plan (the Plan) and this Option Agreement,
as follows.  Unless otherwise defined
herein, the terms defined in this Option Agreement shall have the same defined
meanings in the Plan.


 

















 


TYPE OF OPTION FOR
U.S. BENEFICIARIES ONLY: If designated above as an Incentive Stock Option
(ISO), this Option is intended to quality as an ISO as defined in Section 422
of the Internal Revenue Code of 1986, as amended (the Code).  However, in accordance with the Code, to the
extent that the aggregate fair market value of shares subject to ISOs granted
to you which become exercisable for the first time during any calendar year
(under all plans of the Company or any Affiliated Company) exceeds $100,000 or
such other limit imposed by the Code, such excess Options are treated as
Non-Statutory Stock Options (NSO).


 


VESTING SCHEDULE:
This Option may be exercised, in whole or in part, in accordance with the following
schedule:


 


The Option will
vest only in the event that the Company’s average closing price of its common
stock over a 90-day period, as reported on the Nasdaq Global Market, is equal
to or greater than $4.50 per share (the “Stock Target”).  Once the Stock Target has been satisfied, the
Option will vest immediately with respect to 350,000 shares and will then vest
with respect to the remaining shares monthly thereafter over the next 12
months, provided that Optionee continues to provide service to the Company
during that time.  If the Stock Target is
not achieved by the fourth anniversary of the Grant Date, then the Option will
be forfeited in its entirety.


 


RESTRICTION FOR
FRENCH BENEFICIARIES ONLY: The shares of common stock acquired as a result of the
exercise of all or part of the Option cannot be transferred or sold by the
Employee before the expiration of a four (4) year period which shall start
from the grant date of 8-November-2007.  The
shares of common stock acquired as a result of the exercise of the Option may
however be immediately transferred upon the occurrence of one of the events
referred to under Article 91-bis of Appendix II to the French General Tax
Code.


 


TERMINATION
PERIOD: This Option may be exercised for ninety (90) days after Termination of
the Optionee’s employment with the Company or the Affiliated Company, as the
case may be, provided that if exercised after the maximum time period allowed
for exercise of an ISO, as described in the Plan, the Option shall be treated
as a NSO.  Upon the death or Disability
of the Optionee, this Option may be exercised for such longer period as
provided in the Plan.  Except as provided
in the Plan, this Option shall be exercised no later than the Term/Expiration
Date as provided above.


 


By your signature
and the signature of the Company’s representative below, you and the Company
agree that this Option is granted under and governed by the terms and
conditions of the Plan and this Option Agreement.  You have reviewed the Plan and this Option
Agreement in their entirety, had the opportunity to obtain the advice of
counsel prior to executing this Option Agreement, and fully understand all
provisions of the Plan and Option Agreement. 
You hereby agree to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan
and Option Agreement.  You further agree
to notify the Company upon any change in the residence address indicated above.  You acknowledge and agree that this Option
and its vesting schedule does not constitute an express or implied promise of
continued employment and shall not interfere in any way with your right or the
Company’s right to terminate your employment at any time.  Further, the benefits, if any, arising from your
Option, shall not form any part of your wages, pay or remuneration or count as
wages, pay or remuneration for pension fund or other purposes.  In 


 


2

















 


no circumstances
shall you on ceasing to hold your office or employment be entitled to any
compensation for any loss of any right or benefit or prospective right or
benefit under the Plan, which you might otherwise have enjoyed, whether such
compensation is claimed by way of damages for wrongful dismissal or other
breach of contract or by way of compensation for loss of office or otherwise.


 


ACTIVIDENTITY CORP.


 


STOCK OPTION GRANT AGREEMENT


 


PART II - TERMS AND CONDITIONS


 


1.             GRANT OF OPTION.  The
Plan Administrator of the Company hereby grants to the Optionee named in the
Notice of Grant attached as Part I of this Option Agreement (the
Optionee), an option (the Option) to purchase the number of Shares of common
stock, as set forth in the Notice of Grant, at the exercise price per Share set
forth in the Notice of Grant (the Exercise Price), subject to the terms and
conditions of the Actividentity 2004 Equity Incentive Plan, which is
incorporated herein by reference.  In the
event of a conflict between the terms and conditions of the Plan and the terms
and conditions of this Option Agreement, the terms and conditions of the Plan
shall prevail.


 


2.             EXERCISE OF OPTION


 


(a)           Right to Exercise.  This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement.  In the event of Optionees death, Disability
or other termination of Optionee’s employment, the exercisability of the Option
is governed by the applicable provisions of the Plan and this Option Agreement.


 


(b)           Method of Exercise.  This Option is exercisable by delivery of an
exercise notice, in the form attached hereto (the Exercise Notice), comprising
a share subscription form which shall state the election to exercise the
Option, the number of Shares in respect of which the Option is being exercised
(the Exercised Shares), and such other representations and agreements as may be
required by the Company pursuant to the provisions of the Plan.  The Exercise Notice shall be signed by the
Optionee and shall be delivered in person or by certified mail to the Company
or its designated representative or by facsimile message to be immediately
confirmed by certified mail to the Company. 
The Exercise Notice shall be accompanied by payment of the aggregate Exercise
Price as to all Exercised Shares.  This
Option shall be deemed to be exercised upon receipt by the Company of such
fully executed Exercise Notice accompanied by such aggregate Exercise Price.


 


No Shares shall be
issued pursuant to the exercise of this Option unless such issuance and
exercise complies with all relevant provisions of law and the requirements of
any stock exchange or quotation service upon which the Shares are then listed.  Assuming such compliance, for income tax
purposes, the Exercised Shares shall be considered transferred to the Optionee
on the date the Option is exercised with respect to such Exercised Shares.


 


3

















 


3.             METHOD OF PAYMENT. 
Payment of the aggregate Exercise Price shall be by any of the methods
permitted in the Plan.


 


4.             NON-TRANSFERABILITY OF OPTION.  This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee.  The terms of the Plan and this Option
Agreement shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.


 


5.             TERMS OF OPTION.  Subject
to the provisions of the Plan, this Option may only be exercised pursuant to
the terms set forth in the Notice of Grant, and may be exercised during such
term only in accordance with the provisions of the Plan and this Option
Agreement.


 


6.             ENTIRE AGREEMENT; GOVERNING LAW.  The Plan is incorporated herein by reference.  The Plan and this Option Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the
Company and Optionee with respect to the subject matter hereof, and may not be
modified except by means of a writing signed by the Company and Optionee.  This Option Agreement is governed by the laws
of Delaware.  Any claim or dispute
arising under the Plan or this Option Agreement shall be subject to the
exclusive jurisdiction of Alameda County, California, USA


 


4