Exhibit 10.1


 


FIRST AMENDMENT

TO

2004 EQUITY INCENTIVE PLAN

OF

ACTIVIDENTITY CORP.


 


A.                                   The
2004 Equity Incentive Plan of Actividentity Corp. (the “Plan”) as approved by
the Company’s stockholders on August 9, 2004, is hereby further amended by
deleting Section 11.2 in its entirety and substituting in lieu thereof the
following:


 


“11.2                    Director Fee Option Grants


 


(a)                                 Option Grants.  The
Board shall have the sole and exclusive authority to determine the calendar
year or years for which the Director fee option grant program (the ‘Director Fee Option Program’) is to
be in effect.  For each such calendar
year the program is in effect, each Non-Employee Director may elect to apply
all or any portion of the retainer, meeting or other fees otherwise payable in
cash, for his or her service on the Board for that year, to the acquisition of
special Option grants under this Director Fee Option Program.  Such election must be filed with the Company’s
Chief Financial Officer prior to the first day of the calendar year for which
the cash fees which are the subject of that election are otherwise earned.  Each Non-Employee Director who files such a
timely election shall automatically be granted an Option under this Director
Fee Option Program each quarter on the last trading day in such quarter in
which the cash fees which are the subject of that election have been earned,
provided such Non-Employee Director remains on the Board on such date.


 


(b)                                Option Terms.  Each
Option shall be a Nonstatutory Option governed by the terms and conditions
specified below.


 


(i)                                    Exercise Price.


 


A.                                   The
Purchase Price shall be the Fair Market Value per Share on the Option grant
date.


 


B.                                     The
Purchase Price shall become immediately due upon exercise of the Option and
shall be payable in one or more of the alternative forms authorized pursuant to
Section 6.4 of this Plan.  Except to
the extent the sale or remittance procedure specified thereunder is 


 

















 


utilized, payment of the
Purchase Price must be made on the date that the Option is exercised.


 


(ii)                                 Number of Options Shares.  The number of Shares subject to the Option
shall be determined pursuant to the following formula (rounded down to the
nearest whole number):


 


X = (A
÷ B) x 3, where


 


X is
the number of Option Shares,


 


A is the portion of the
cash fees subject to the Non-Employee Director’s election, and


 


B is the Fair Market
Value of a Share on the option grant date.


 


(iii)                              Exercise
and Term of Options.  The
Option shall be immediately exercisable.


 


(iv)                             Termination of Board Service.  Should the Awardee cease Board service for
any reason (other than death or permanent disability) while holding one or more
Options under this Director Fee Option Program, then each such Option shall
remain exercisable, for any or all of the Shares for which the Option is
exercisable at the time of such cessation of Board service, until the earlier
of (x) the expiration of the ten (10)-year Option term or (y) the
expiration of the three (3)-year period measured from the date of such
cessation of Board service.


 


(v)                                Death or Permanent Disability.  Should the Awardee’s service as a Board
member cease by reason of death or permanent disability, then each Option held
by such Awardee under this Director Fee Option Program may be exercised until
the earlier of (x) the expiration of the ten (10)-year Option term or (y) the
expiration of the three (3)-year period measured from the date of such
cessation of Board service.


 


Should
the Awardee die after cessation of his or her Board service but while holding
one or more Options under this Director Fee Option Program, then each such
Option may be exercised, for any or all of the shares for which the Option is
exercisable at the time of the Awardee’s cessation of Board service (less any
Shares subsequently purchased by the Awardee prior to death), by the personal
representative of the Awardee’s estate or by the person or persons to whom the
Option is transferred pursuant to the Awardee’s will or in accordance with the
laws of descent and distribution or by the designated beneficiary or
beneficiaries of 


 


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such Option.  Such right of exercise shall lapse, and the
Option shall terminate, upon the earlier of (xx) the expiration of the ten
(10)-year Option term or (yy) the expiration of the three (3)-year period
measured from the date of such cessation of Board service.”


 


B.                                     Except
as amended herein, the Plan is confirmed in all other respects.


 


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