EXHIBIT
4.2


 


	
  Participant
  Name:

  	
   

  	
  Grant Evans

  
	
   

  	
   

  	
   

  
	
  Grant
  Name:

  	
   

  	
  04/23/2008
  Non-Qualified 2.18 BOD

  
	
   

  	
   

  	
   

  
	
  Issue
  Date:

  	
   

  	
  23-Apr-2008

  
	
   

  	
   

  	
   

  
	
  Expiry
  Date:

  	
   

  	
  23-Apr-2015

  
	
   

  	
   

  	
   

  
	
  Grant
  Price:

  	
   

  	
  $2.18 USD

  
	
   

  	
   

  	
   

  
	
  Total
  Options (NQ):

  	
   

  	
  1,000,000

  



 


Vest
Schedule - Options


 


	
   

  	
   

  	
  Options

  	
   

  
	
  Vest Date

  	
   

  	
  Vest Quantity

  	
   

  	
  Exercised

  	
   

  	
  Cancelled

  	
   

  	
  Outstanding

  	
   

  
	
  23-Apr-2009

  	
   

  	
  250,000

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  250,000

  	
   

  
	
  23-May-2009

  	
   

  	
  27,778

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,778

  	
   

  
	
  23-Jun-2009

  	
   

  	
  27,778

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,778

  	
   

  
	
  23-JuI-2009

  	
   

  	
  27,777

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,777

  	
   

  
	
  23-Aug-2009

  	
   

  	
  27,778

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,778

  	
   

  
	
  23-Sep-2009

  	
   

  	
  27,778

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,778

  	
   

  
	
  23-Oct-2009

  	
   

  	
  27,778

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,778

  	
   

  
	
  23-Nov-2009

  	
   

  	
  27,777

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,777

  	
   

  
	
  23-Dec-2009

  	
   

  	
  27,778

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,778

  	
   

  
	
  23-Jan-2010

  	
   

  	
  27,778

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,778

  	
   

  
	
  23-Feb-2010

  	
   

  	
  27,778

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,778

  	
   

  
	
  23-Mar-2010

  	
   

  	
  27,778

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,778

  	
   

  
	
  23-Apr-2010

  	
   

  	
  27,777

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,777

  	
   

  
	
  23-May-2010

  	
   

  	
  27,778

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,778

  	
   

  
	
  23-Jun-2010

  	
   

  	
  27,778

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,778

  	
   

  
	
  23-JuI-2010

  	
   

  	
  27,778

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,778

  	
   

  
	
  23-Aug-2010

  	
   

  	
  27,777

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,777

  	
   

  
	
  23-Sep-2010

  	
   

  	
  27,778

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,778

  	
   

  
	
  23-Oct-2010

  	
   

  	
  27,778

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,778

  	
   

  
	
  23-Nov-2010

  	
   

  	
  27,778

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,778

  	
   

  
	
  23-Dec-2010

  	
   

  	
  27,778

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,778

  	
   

  
	
  23-Jan-2011

  	
   

  	
  27,777

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,777

  	
   

  
	
  23-Feb-2011

  	
   

  	
  27,778

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,778

  	
   

  
	
  23-Mar-2011

  	
   

  	
  27,778

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,778

  	
   

  
	
  23-Apr-2011

  	
   

  	
  27,778

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,778

  	
   

  
	
  23-May-2011

  	
   

  	
  27,777

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,777

  	
   

  
	
  23-Jun-2011

  	
   

  	
  27,778

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,778

  	
   

  
	
  23-JuI-2011

  	
   

  	
  27,778

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  27,778

  	
   

  
	
   

  	
   

  	
  1,000,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,000,000

  	
   

  



 

















 


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.


 


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.


 


2

















 


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 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 


 


3

















 


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


 


4