Exhibit 10.73


 


LIBERATE
TECHNOLOGIES 1999 EQUITY INCENTIVE PLAN:

NOTICE OF STOCK AWARD


 


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


 


	
  Name of Recipient:

  	
   

  	
  Kent Walker

  
	
   

  	
   

  	
   

  
	
  Total Number of Shares Awarded:

  	
   

  	
  103,000

  
	
   

  	
   

  	
   

  
	
  Fair Market Value per Share:

  	
   

  	
  $3.40

  
	
   

  	
   

  	
   

  
	
  Total Fair Market Value of Award:

  	
   

  	
  $350,200.00

  
	
   

  	
   

  	
   

  
	
  Date of Award:

  	
   

  	
  September 30, 2003

  
	
   

  	
   

  	
   

  
	
  Vesting
  Schedule:

  	
   

  	
  The shares subject to this award will be
  fully vested on the Date of Award.

  



 


You and the
Company agree that these shares are awarded under and governed by the terms and
conditions of the Liberate Technologies 1999 Equity Incentive Plan (the “Plan”)
and the Stock Award Agreement, which is 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 and accessible by you.  If the
Company posts these documents on a web site, it will notify you by email.


 


	
  RECIPIENT:

  	
  LIBERATE TECHNOLOGIES

  
	
   

  	
   

  
	
   

  	
   

  
	
    /s/ Kent Walker

  	
   

  	
  By:

  	
    /s/ David Lockwood

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  David Lockwood

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Chief Executive
  Officer

  
						



 

















 


LIBERATE
TECHNOLOGIES 1999 EQUITY INCENTIVE PLAN:

STOCK AWARD AGREEMENT


 


	
  Payment for Shares

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  The shares that
  you are receiving are fully vested.

  
	
   

  	
   

  	
   

  
	
  Transferability of Shares

  	
   

  	
  You agree not to
  sell any shares at a time when applicable laws, Company policies or an
  agreement between the Company and its underwriters prohibit a sale.  The Company may attach legends to your
  certificates to enforce any such prohibitions.

  
	
   

  	
   

  	
   

  
	
  Voting Rights

  	
   

  	
  You may vote
  your shares at all times.

  
	
   

  	
   

  	
   

  
	
  Withholding Taxes

  	
   

  	
  No stock
  certificates will be released to you unless you have made acceptable
  arrangements to pay any withholding taxes that may be due as a result of this
  award.  With the Company’s consent,
  these arrangements may include (a) withholding shares of Company stock
  that otherwise would be issued to you, (b) surrendering shares that you
  previously acquired, (c) the payment of withholding taxes from the proceeds
  of the sale of shares through a Company-approved broker, or (d) your delivery
  of cash or a check for the required withholding amount.  The fair market value of the shares you
  surrender, determined as of the date when taxes otherwise would have been
  withheld in cash, will be applied as a credit against the withholding taxes.

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  By signing the cover sheet to this Agreement, you covenant to comply
  with all policies of the Company as set forth on the Company’s intranet site.

  



 

















 


	
  Arbitration

  	
   

  	
  You and the Company agree to waive trial before a judge or jury and
  to arbitrate with the JAMS arbitration service any dispute relating to this
  Agreement and to your recruitment, employment, or termination, except for
  claims relating to worker’s compensation benefits, unemployment insurance, or
  intellectual property rights.  The
  arbitrator’s decision will include written findings of fact and law and will
  be final and binding except to the extent that judicial review is required by
  law.  The American Arbitration
  Association’s National Rules for the Resolution of Employment Disputes will
  govern the arbitration, except that the arbitrator will allow discovery
  authorized by the California Arbitration Act and any additional discovery
  necessary to vindicate a claim or defense. 
  The arbitrator may award any remedy that would be available from a
  court of law.  You may choose to hold
  the arbitration either in San Mateo County, California or the county where
  you worked when the arbitrable dispute first arose.  You and we will share the arbitration costs equally (except
  that we will pay the arbitrator’s fee and any other cost unique to
  arbitration) and each party will pay its own attorney’s fees except as
  required by law.  If either you or the Company files any legal action
  or proceeding about a non-arbitrable matter, it will be instituted in a state
  or federal court located in Santa Clara or San Mateo County, California, and
  the Company and you submit to the personal jurisdiction of, and agree that
  venue is proper in, these courts.

  
	
   

  	
   

  	
   

  
	
  The Plan and Other Agreements

  	
   

  	
  The text of the
  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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