EXHIBIT 4.6


 


	
  Participant Name:

  	
  Michael Sotnick

  
	
   

  	
   

  
	
  Employee Number:

  	
  Sotnick123

  
	
   

  	
   

  
	
  Grant Name:

  	
  12/08/2008 NQ 1.48 2004
  (2)

  
	
   

  	
   

  
	
  Issue Date:

  	
  08-Dec-2008

  
	
   

  	
   

  
	
  Expiry Date:

  	
  08-Dec-2015

  
	
   

  	
   

  
	
  Grant Price:

  	
  $1.48 USD

  
	
   

  	
   

  
	
  Total Options (NQ):

  	
  600,000

  
	
   

  	
   

  
	
  Vest Schedule - Options

  	
   

  



 


	
  Vest Date

  	
   

  	
  Vest Quantity

  	
   

  
	
  08-Dec-2009

  	
   

  	
  150,000

  	
   

  
	
  08-Jan-2010

  	
   

  	
  12,500

  	
   

  
	
  08-Feb-2010

  	
   

  	
  12,500

  	
   

  
	
  08-Mar-2010

  	
   

  	
  12,500

  	
   

  
	
  08-Apr-2010

  	
   

  	
  12,500

  	
   

  
	
  08-May-2010

  	
   

  	
  12,500

  	
   

  
	
  08-Jun-2010

  	
   

  	
  12,500

  	
   

  
	
  08-Jul-2010

  	
   

  	
  12,500

  	
   

  
	
  08-Aug-2010

  	
   

  	
  12,500

  	
   

  
	
  08-Sep-2010

  	
   

  	
  12,500

  	
   

  
	
  08-Oct-2010

  	
   

  	
  12,500

  	
   

  
	
  08-Nov-2010

  	
   

  	
  12,500

  	
   

  
	
  08-Dec-2010

  	
   

  	
  12,500

  	
   

  
	
  08-Jan-2011

  	
   

  	
  12,500

  	
   

  
	
  08-Feb-2011

  	
   

  	
  12,500

  	
   

  
	
  08-Mar-2011

  	
   

  	
  12,500

  	
   

  
	
  08-Apr-2011

  	
   

  	
  12,500

  	
   

  
	
  08-May-2011

  	
   

  	
  12,500

  	
   

  
	
  08-Jun-2011

  	
   

  	
  12,500

  	
   

  
	
  08-Jul-2011

  	
   

  	
  12,500

  	
   

  
	
  08-Aug-2011

  	
   

  	
  12,500

  	
   

  
	
  08-Sep-2011

  	
   

  	
  12,500

  	
   

  
	
  08-Oct-2011

  	
   

  	
  12,500

  	
   

  
	
  08-Nov-2011

  	
   

  	
  12,500

  	
   

  
	
  08-Dec-2011

  	
   

  	
  12,500

  	
   

  
	
  08-Jan-2012

  	
   

  	
  12,500

  	
   

  



 

















 


	
  Vest Date

  	
   

  	
  Vest Quantity

  	
   

  
	
  08-Feb-2012

  	
   

  	
  12,500

  	
   

  
	
  08-Mar-2012

  	
   

  	
  12,500

  	
   

  
	
  08-Apr-2012

  	
   

  	
  12,500

  	
   

  
	
  08-May-2012

  	
   

  	
  12,500

  	
   

  
	
  08-Jun-2012

  	
   

  	
  12,500

  	
   

  
	
  08-JuI-2012

  	
   

  	
  12,500

  	
   

  
	
  08-Aug-2012

  	
   

  	
  12,500

  	
   

  
	
  08-Sep-2012

  	
   

  	
  12,500

  	
   

  
	
  08-Oct-2012

  	
   

  	
  12,500

  	
   

  
	
  08-Nov-2012

  	
   

  	
  12,500

  	
   

  
	
  08-Dec-2012

  	
   

  	
  12,500

  	
   

  
	
   

  	
   

  	
  600,000

  	
   

  



 


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 and
become exercisable as to 25% of the original number of Shares on the first
anniversary of the Grant Date and thereafter in equal quarterly installments
over the next 3 years provided that, on such dates you must remain in
continuous service as an Employee under the Plan.


 


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.


 


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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 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 


 


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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.             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


 


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