Exhibit 10.75


 


SCHEDULE OF OMITTED DETAILS


 


The following schedule presents
the terms omitted from the form of Notice of Stock Unit Award filed as Exhibit
10.75 to the report on Form 10-Q for the quarter ended November 30,
2003, filed by Liberate Technologies.


 


The following
information omitted from the exhibit appears in the first paragraph of the form
of Notice of Stock Unit Award for each of the non-employee directors listed
below:


 


Name of Recipient: Charles N. Corfield

Total Number of Units Granted: 5,882

Date of Grant: October 1, 2003


 


Name of Recipient: Patrick S. Jones

Total Number of Units Granted: 5,882

Date of Grant: October 1, 2003


 


Name of Recipient: David C. Nagel

Total Number of Units Granted: 5,882

Date of Grant: October 1, 2003


 


Name of Recipient: Robert Russell
Walker

Total Number of Units Granted: 5,882

Date of Grant: October 1, 2003


 

















 


LIBERATE
TECHNOLOGIES

1999 EQUITY INCENTIVE PLAN:

NOTICE OF STOCK UNIT AWARD

(for Non-Employee Directors)


 


You have been
granted units representing shares of Common Stock of Liberate Technologies (the
“Company”) on the following terms:


 


	
  Name of Recipient:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Total Number of Units Granted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date of Grant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  	
  50% of the units subject to this award will vest on April 1,
  2004, if your Service is continuous until that date.  The remaining 50% of the units subject to
  this award will vest on October 1, 2004, if your Service is continuous
  until that date.

  



 


You and the
Company agree that these units are granted under and governed by the terms and
conditions of the Liberate Technologies 1999 Equity Incentive Plan, as amended
(the “Plan”) and the Stock Unit Agreement, both of which are attached to and
made a part of this document.


 


You further agree that
the Company may deliver by email all documents relating to the Plan or this
award (including, without limitation, prospectuses required by the Securities
and Exchange Commission) and all other documents that the Company is required
to deliver to its security holders (including, without limitation, annual
reports and proxy statements).  You also
agree that the Company may deliver these documents by posting them on a web
site maintained by the Company or by a third party under contract with the
Company.  If the Company posts these
documents on a web site, it will notify you by email.


 


	
  RECIPIENT:

  	
  LIBERATE TECHNOLOGIES

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 


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LIBERATE
TECHNOLOGIES

1999 EQUITY INCENTIVE PLAN:


STOCK
UNIT AGREEMENT

(for Non-Employee Directors)


 


	
  Payment for Units

  	
   

  	
  No payment is
  required for the units that you are receiving.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  The units vest
  in installments, as shown in the Notice of Stock Unit Award.  In addition, all units vest if the Company
  is subject to a Change in Control, as this term is defined in the Plan, while
  you are a member of the Company’s Board of Directors.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  No additional
  units vest after your Service has terminated for any reason, including by
  reason of death.

  
	
   

  	
   

  	
   

  
	
  Forfeiture

  	
   

  	
  If your Service
  terminates for any reason, including by reason of death, then your units will
  be forfeited to the extent that they have not vested before the termination
  date.  This means that the units will
  immediately be cancelled.  You receive
  no payment for units that are forfeited.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Company
  determines when your Service terminates for this purpose.

  
	
   

  	
   

  	
   

  
	
  Leaves of Absence

  	
   

  	
  For purposes of
  this award, your Service does not terminate when you go on a military leave,
  a sick leave or another bona fide leave of absence, if the leave
  was approved by the Company in writing and if continued crediting of Service
  is required by applicable law, the Company’s leave of absence policy or the
  terms of your leave.  But your Service
  terminates when the approved leave ends, unless you immediately return to
  active work.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If you go on a
  leave of absence, then the vesting schedule specified in the Notice of
  Stock Unit Award may be adjusted in accordance with the Company’s leave of
  absence policy or the terms of your leave.

  
	
   

  	
   

  	
   

  
	
  Nature of Units

  	
   

  	
  Your units are
  bookkeeping entries.  They represent
  only the Company’s unfunded and unsecured promise to issue shares of Common
  Stock (or distribute cash) on
  a future date.  As a holder of units,
  you have no rights other than the rights of a general creditor of the
  Company.

  



 


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  No Voting Rights or Dividends

  	
   

  	
  Your units carry
  neither voting rights nor rights to cash or other dividends.  You have no rights as a stockholder of the
  Company unless and until your units are settled by issuing shares of the
  Company’s Common Stock.

  
	
   

  	
   

  	
   

  
	
  Units Nontransferable

  	
   

  	
  You may not
  sell, transfer, assign, pledge or otherwise dispose of any units.  For instance, you may not use your units
  as security for a loan.

  
	
   

  	
   

  	
   

  
	
  Settlement of Units

  	
   

  	
  Each of your
  units will be settled when it vests, unless the Company has approved a later
  settlement date in writing. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  At the time of
  settlement, you will receive one share of the Company’s Common Stock for each
  vested unit.  But the Company, at its sole discretion, may substitute an equivalent
  amount of cash if the distribution of stock is not reasonably practicable due
  to the requirements of applicable law. 
  The amount of cash will be determined on the basis of the market value
  of the Company’s Common Stock at the time of settlement.

  
	
   

  	
   

  	
   

  
	
  Taxes; Withholding

  	
   

  	
  Upon settlement
  of your stock units, you will recognize income for tax purposes equal to the
  fair market value of the shares on the date of settlement, and you are solely
  responsible for the payment of all taxes that may be due as a result of the
  settlement of this award.  In the
  event that any withholding taxes may be due as a result of settlement, no
  stock certificates or cash will
  be distributed to you unless you have made arrangements acceptable to the
  Company to pay any such withholding taxes.

  
	
   

  	
   

  	
   

  
	
  Restrictions on Resale

  	
   

  	
  You must retain
  full beneficial ownership of one-half of all shares issued in settlement of
  this award (the “Restricted Shares”) as long as you remain a member of the
  Company’s Board of Directors.  You may
  not dispose of Restricted Shares in any manner, including (without
  limitation) by sale, pledge or gift, as long as you remain a member of the
  Company’s Board of Directors.  During
  this time, you also may not enter into any hedging or other transaction
  intended to transfer all or part of the economic benefit or risk of owning
  Restricted Shares.  However, you may
  transfer Restricted Shares to your spouse, children or grandchildren or to a
  trust established by you for the benefit of yourself or your spouse, children
  or grandchildren.  A transferee of
  Restricted Shares must agree in writing on a form prescribed by the Company
  to be bound by all provisions of this Agreement.  The Plan and this Agreement will apply to the transferee to the
  same extent as to you.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In addition, you
  agree not to sell any shares issued in settlement of this award at a time
  when applicable laws, Company policies or an 

  



 


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  agreement
  between the Company and its underwriters prohibit a sale.  This restriction will apply for such
  period of time after the termination of your Service as the Company may
  specify.

  
	
   

  	
   

  	
   

  
	
  Adjustments

  	
   

  	
  In the event of
  a stock split, a stock dividend or a similar change in Company stock, the
  number of your units will be adjusted accordingly, as the Company may
  determine pursuant to the Plan.

  
	
   

  	
   

  	
   

  
	
  Beneficiary Designation

  	
   

  	
  You may dispose
  of your units in a written beneficiary designation.  A beneficiary designation must be filed with the Company on the
  proper form.  It will be recognized
  only if it has been received at the Company’s headquarters before your
  death.  If you file no beneficiary
  designation or if none of your designated beneficiaries survives you, then
  your estate will receive any vested units that you hold at the time of your
  death.

  
	
   

  	
   

  	
   

  
	
  Applicable Law

  	
   

  	
  This Agreement
  will be interpreted and enforced under the laws of the State of Delaware
  (without regard to their choice-of-law provisions).

  
	
   

  	
   

  	
   

  
	
  Company Policies

  	
   

  	
  You agree to comply with all written policies of the Company, as set
  forth on the Company’s intranet site.

  
	
   

  	
   

  	
   

  
	
  The Plan and Other Agreements

  	
   

  	
  The text of the
  1999 Equity Incentive Plan is incorporated in this Agreement by reference.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This Agreement
  and the Plan constitute the entire understanding between you and the Company
  regarding this award.  Any prior
  agreements, commitments or negotiations concerning this award are superseded.  This Agreement may be amended only by
  another written agreement between the parties.

  



 


BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO
ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.


 


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