EX-10.2



 Exhibit 10.2 

EQUITY COMPENSATION PROGRAM 

FOR NON-EMPLOYEE DIRECTORS 

UNDER THE DIGIMARC CORPORATION 2008 INCENTIVE PLAN 

(As Amended on February 21, 2011, and February 20, 2014) 

The following provisions set forth the terms of the equity compensation program (the “Program”) for non-employee directors of Digimarc
Corporation (the “Company”) under the Digimarc Corporation 2008 Incentive Plan (the “Plan”). The following terms are intended to supplement, not alter or change, the provisions of the Plan, and in the event of any
inconsistency between the terms contained in this document and in the Plan, the Plan shall govern. All capitalized terms that are not defined in this document shall be as defined in the Plan. 

1. Eligibility 
 Each director of the
Company elected or appointed to the Board who is not otherwise an officer or employee of the Company or a Related Company (an “Eligible Director”) is eligible to receive the Awards set forth in the Program. 

2. Initial Option Grants 
 Each Eligible
Director who is first elected or appointed to the Board after the date the Program is approved by the Board will automatically receive a Nonqualified Stock Option to purchase 20,000 shares of Common Stock (an “Initial Grant”). The
Grant Date for an Initial Grant to an Eligible Director is the date of that director’s first election or appointment to the Board. In addition, those Eligible Directors already serving as directors on the date the Program is approved by the
Board will automatically receive a Nonqualified Stock Option to purchase 20,000 shares of Common Stock (an “Existing Director Grant”). The Grant Date for Existing Director Grants will be the date the Program is approved by the
Board. 
 Each Initial Grant will vest and become exercisable over the two-year period commencing on the Initial Option’s Grant Date,
with 50% of the shares to vest and become exercisable on the first anniversary of the Grant Date of the Initial Grant and 1/12th of the remaining shares to vest and become exercisable monthly thereafter. Each Existing Director Grant will vest and
become exercisable over a two-year period commencing on the date the director was first elected or appointed to the Board, with 50% of the shares to vest and become exercisable on the first anniversary of the date the director was first elected or
appointed to the Board and 1/12th of the remaining shares to vest and become exercisable monthly thereafter. 
 3. Annual Equity Grants. 

Commencing with the 2014 annual meeting of stockholders, each Eligible Director will automatically receive immediately following each annual
meeting of stockholders a Restricted Stock Award for the number of shares of Common Stock 







 
calculated by dividing $100,000 by the closing price of the Common Stock on the Grant Date, with any fractional share rounded to the nearest whole share (an “Annual Grant”). The
Grant Date of an Annual Grant will be the date of such annual meeting. Each Annual Grant will vest and cease to be subject to forfeiture on the first anniversary of the Grant Date for the Annual Grant. In the event of an Eligible Director’s
death, any unvested portion of an Annual Grant granted to the director will become fully vested and no longer subject to forfeiture. 
 4. Option
Exercise Price 
 Initial Grants and Existing Director Grants will have a per share exercise price equal to the Fair Market Value of the
Common Stock on the Grant Date of the Option. 
 5. Term of Options 

Each Option expires ten years from its Grant Date, but is subject to earlier termination as follows: 

 

	 	(A)	In the event that an Eligible Director ceases to be a director for any reason other than death, the unvested portion of any Option granted to the director will terminate immediately, and the director may exercise the
vested portion of the Option only within three years after he or she ceases to be a director or prior to the date on which the Option expires by its terms, whichever is earlier. 


 

	 	(B)	In the event of an Eligible Director’s death, the unvested portion of any Option granted to the director will become fully vested and exercisable. The Option is exercisable only within three years after the date of
death of the director or prior to the date on which the Option expires by its terms, whichever is earlier, and only by the personal representative of the director’s estate, the person(s) to whom the director’s rights under the option have
passed by will or the applicable laws of descent and distribution, or any beneficiary designated pursuant to Section 14 of the Plan. 


6. Exercise of Options 
 An Eligible
Director or an individual set forth in Section 5(B), as applicable, may exercise the Options by giving notice to the Company (or a brokerage firm designated or approved by the Company). The notice must state the number of shares of Common Stock
exercised and be accompanied by payment in full for the Common Stock. Payment may be made, to the extent permitted by applicable laws and regulations, in whole or in part, (a) in cash or check; (b) by having the Company withhold shares of
Common Stock that would otherwise be issued on exercise of the Option that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option; (c) by tendering (either actually or by
attestation) shares of Common Stock owned by the director that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option; (d) if and so long as the Common Stock is registered under
the Exchange Act, by delivery of a properly executed exercise notice, together with 

  
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irrevocable instructions to a broker, to promptly deliver to the Company the amount of proceeds to pay the exercise price, all in accordance with the regulations of the Federal Reserve Board.

 7. Change of Control 
 Upon a Change
in Control or Company Transaction, all Awards outstanding and held by an Eligible Director as of the date of the Change of Control or Company Transaction, and which are not then exercisable and vested or no longer subject to forfeiture, will
immediately become fully exercisable and vested, and no longer subject to forfeiture. 
 8. Amendment 

The Board may amend the provisions contained within this Program as it believes advisable. An amendment may not, without the consent of the
Eligible Director, impair or diminish any rights of an Eligible Director or any rights of the Company under an Award. 
 Provisions of the
Plan (including any amendments) not discussed above, to the extent applicable to Eligible Directors, continue to govern the terms and conditions of Awards granted to Eligible Directors. 

  
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