Exhibit 10.8


 


DIGIMARC CORPORATION

STOCK OPTION GRANT NOTICE

2008 INCENTIVE PLAN


 


Digimarc Corporation (the “Company”)
hereby grants to Participant an Option (the “Option”)
to purchase shares of the Company’s Common Stock under the Company’s 2008
Incentive Plan (the “Plan”).  The Option is subject to all the terms and
conditions set forth in this Stock Option Grant Notice (this “Grant Notice”) and in the Stock
Option Agreement and the Plan, which are attached to and incorporated into this
Grant Notice in their entirety.


 


	
  Participant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Award
  Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vesting
  Commencement Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number
  of Shares Subject to Option:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exercise
  Price (per Share):

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  Expiration
  Date:

  	
   

  	
                                                  (subject
  to earlier termination in accordance with the terms of the Plan and the Stock
  Option Agreement)

  
	
   

  	
   

  	
   

  
	
  Type of
  Option:

  	
   

  	
  Nonqualified
  Stock Option

  
	
   

  	
   

  	
   

  
	
  Vesting
  and Exercisability Schedule:

  	
   

  	
  1/48 of the
  shares subject to the Option will vest and become exercisable on each monthly
  anniversary of the Vesting Commencement Date.

  



 


Additional Terms/Acknowledgement:  The undersigned Participant acknowledges
receipt of, and understands and agrees to, this Grant Notice, the Stock Option
Agreement and the Plan.  Participant
further acknowledges that as of the Grant Date, this Grant Notice, the Stock
Option Agreement and the Plan set forth the entire understanding between
Participant and the Company regarding the Option and supersede all prior oral
and written agreements on the subject.


 


 


	
  DIGIMARC
  CORPORATION 

  	
   

  	
  PARTICIPANT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Its:

  	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attachments:

  	
   

  	
  Taxpayer ID:

  	
   

  
									



 


1. Stock Option Agreement


2. 2008 Incentive Plan


3. Plan Summary


 


 


PLEASE
SIGN AND RETURN THIS COPY TO THE STOCK ADMINISTRATOR


 

















 


DIGIMARC CORPORATION


2008 INCENTIVE PLAN


 


STOCK OPTION AGREEMENT


 


Pursuant to your Stock Option
Grant Notice (the “Grant Notice”) and this Stock
Option Agreement, Digimarc Corporation has granted you an Option under its 2008
Incentive Plan (the “Plan”) to
purchase the number of shares of the Company’s Common Stock indicated in your
Grant Notice (the “Shares”) at the exercise
price indicated in your Grant Notice. 
Capitalized terms not explicitly defined in this Stock Option Agreement
but defined in the Plan shall have the same definitions as in the Plan.


 


The details of the Option are as
follows:


 


1.            Vesting and Exercisability


 


Subject to the limitations contained herein, the
Option will vest and become exercisable as provided in your Grant Notice,
provided that vesting will cease upon the termination of your employment or
service relationship with the Company or a Related Company and the unvested
portion of the Option will terminate. 
During any authorized leave of absence, the vesting of the Option will
cease after the leave of absence exceeds a period of 90 days.  Vesting of the Option will resume upon
termination of the leave of absence and your return to employment or service
relationship with the Company or a Related Company.


 


2.             Securities Law Compliance


 


Notwithstanding any other
provision of this Agreement, you may not exercise the Option unless the Shares
issuable upon exercise are registered under the Securities Act or, if such
Shares are not then so registered, the Company has determined that such
exercise and issuance would be exempt from the registration requirements of the
Securities Act.  The exercise of the
Option must also comply with other applicable laws and regulations governing
the Option, and you may not exercise the Option if the Company determines that
such exercise would not be in material compliance with such laws and
regulations.


 


3.             Method of
Exercise


 


You may exercise the Option by giving written notice
to the Company, in form and substance satisfactory to the Company, which will
state your election to exercise the Option and the number of Shares for which
you are exercising the Option.  The
written notice must be accompanied by full payment of the exercise price for
the number of Shares you are purchasing. 
You may make this payment in any combination of the following:  (a) by cash; (b) by check
acceptable to the Company; (c) by tendering shares of Common Stock you
have owned for at least six months; (d) if the Common Stock is registered
under the Exchange Act and to the extent permitted by law, by instructing a
broker to deliver to the Company the total payment required; or (e) by any
other method permitted by the Committee.


 


4.             Treatment Upon Termination of Employment or Service Relationship


 


The unvested portion of the Option will terminate
automatically and without further notice immediately upon your Termination of Service
for any reason.  You may exercise the
vested portion of the Option as follows:


 


(a)           General
Rule.  You must exercise the vested
portion of the Option on or before the earlier of (i) three months after
your Termination of Service and (ii) the Option Expiration Date;


 


(b)           Disability.  If your Termination of Service is due to
Retirement or Disability, you must exercise the vested portion of the Option on
or before the earlier of (i) 12 months after your Termination of Service
and (ii) the Option Expiration Date.


 

















 


(c)           Death.  If your Termination of Service is due to your
death, the vested portion of the Option must be exercised on or before the
earlier of (i) 12 months after your Termination of Service and (ii) the
Option Expiration Date.  If you die after
your Termination of Service but while the Option is still exercisable, the
vested portion of the Option may be exercised until the earlier of (x) 12
months after the date of death and (y) the Option Expiration Date; and


 


(d)           Cause.  The vested portion of the Option will
automatically expire at the time the Company first notifies you of your
Termination of Service for Cause, unless the Committee determines
otherwise.  If your employment or service
relationship is suspended pending an investigation of whether you will be
terminated for Cause, all your rights under the Option likewise will be
suspended during the period of investigation. 
If any facts that would constitute termination for Cause are discovered
after your Termination of Service, any Option you then hold may be immediately
terminated by the Committee.


 


It is your responsibility to be aware of the date
the Option terminates.


 


5.             Limited
Transferability


 


During your lifetime only you can exercise the
Option.  The Option is not transferable
except by will or by the applicable laws of descent and distribution.  The Plan provides for exercise of the Option
by a beneficiary designated on a Company-approved form or the personal
representative of your estate. 
Notwithstanding the foregoing and to the extent permitted by Section 422
of the Internal Revenue Code of 1986, the Committee, in its sole discretion,
may permit you to assign or transfer the Option, subject to such terms and
conditions as specified by the Committee.


 


6.             Withholding
Taxes


 


As a condition to the exercise of any portion of an
Option, you must make such arrangements as the Company may require for the
satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with such exercise.


 


7.             Option Not
an Employment or Service Contract


 


Nothing in the Plan or the Option will be deemed to
constitute an employment contract or confer or be deemed to confer any right
for you to continue in the employ of, or to continue any other relationship
with, the Company or any Related Company or limit in any way the right of the
Company or any Related Company to terminate your employment or service relationship
at any time, with or without Cause.


 


8.             No Right to
Damages


 


You will have no right to bring a claim or to receive
damages if you are required to exercise the vested portion of the Option within
three months (one year in the case of Retirement, Disability or death) of the
Termination of Service or if any portion of the Option is cancelled or expires
unexercised.  The loss of existing or
potential profit in the Option will not constitute an element of damages in the
event of your Termination of Service for any reason even if the termination is
in violation of an obligation of the Company or a Related Company to you.


 


9.             Binding
Effect


 


This Agreement will inure to the benefit of the
successors and assigns of the Company and be binding upon you and your heirs,
executors, administrators, successors and assigns.


 


2