Exhibit 10.1
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (this "Agreement") is made
(the
"Grant Date"), by and between DIGIMARC CORPORATION, a Delaware corporation (the
"Company") and
("Executive").
In
connection with his services as
, the Company desires to
grant Executive a restricted stock award of
shares of the Company's common stock.
1.
GRANT OF RESTRICTED STOCK.
THE COMPANY HEREBY GRANTS TO
EXECUTIVE AS OF THE GRANT DATE, A RESTRICTED STOCK AWARD OF
SHARES OF THE COMPANY'S COMMON STOCK
(THE "SHARES") PURSUANT TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT
AND THE TERMS AND CONDITIONS OF THE COMPANY'S RESTATED 1999 STOCK INCENTIVE PLAN
(THE "1999 PLAN").
2.
VESTING OF THE SHARES.
2.1
RELEASE DATE.
SUBJECT TO THE TERMS OF THIS AGREEMENT, THE SHARES
SHALL VEST AND NO LONGER BE SUBJECT TO THE REACQUISITION RIGHT (AS DEFINED
BELOW) ON THE FOLLOWING DATES, SO LONG AS EXECUTIVE HAS REMAINED CONTINUOUSLY
EMPLOYED BY THE COMPANY, OR ANY PARENT OR SUBSIDIARY OF THE COMPANY, FROM THE
GRANT DATE THROUGH SUCH DATES (THE "RELEASE DATES"):
[Specify release date(s) -termination of forfeiture period(s) here.]
2.2
TERMINATION WITHOUT CAUSE PRIOR TO RELEASE DATE.
IN THE EVENT OF
TERMINATION BY THE COMPANY OF EXECUTIVE'S EMPLOYMENT WITHOUT "CAUSE" (AS DEFINED
BELOW) PRIOR TO THE RELEASE DATE, THE SHARES SHALL BE FULLY VESTED IN EXECUTIVE
AS OF THE DATE OF TERMINATION OF EMPLOYMENT BY THE COMPANY AND THE SHARES SHALL
BE RELEASED FROM THE REACQUISITION RIGHT DESCRIBED BELOW.
2.3
TERMINATION DUE TO DEATH OR DISABILITY.
IN THE EVENT OF
TERMINATION OF EMPLOYMENT DUE TO EXECUTIVE'S DEATH OR "DISABILITY" (AS DEFINED
IN THE 1999 PLAN) PRIOR TO THE RELEASE DATE, THE SHARES SHALL BE FULLY VESTED IN
EXECUTIVE AS OF THE DATE OF DEATH OR DISABILITY AND SHALL BE RELEASED FROM THE
REACQUISITION RIGHT DESCRIBED BELOW.
2.4
RESIGNATION FOR GOOD REASON FOLLOWING A CHANGE IN CONTROL.
IN THE
EVENT THERE IS A "CHANGE IN CONTROL" OF THE COMPANY (AS DEFINED BELOW) AND AS A
CONSEQUENCE OF SUCH CHANGE IN CONTROL, EXECUTIVE RESIGNS FOR "GOOD REASON" (AS
DEFINED BELOW), THE SHARES SHALL BE FULLY VESTED IN EXECUTIVE AS OF THE DATE OF
EXECUTIVE'S RESIGNATION FOR GOOD REASON.
2.5
TERMINATION FOR OTHER REASONS.
IN THE EVENT THAT EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY, OR ANY PARENT OR SUBSIDIARY OF THE COMPANY,
TERMINATES PRIOR TO A RELEASE DATE FOR ANY REASON OTHER THAN THOSE SPECIFIED IN
SECTIONS 2.2, 2.3, AND 2.4 ABOVE, INCLUDING TERMINATION VOLUNTARILY BY EXECUTIVE
OR BY THE COMPANY FOR CAUSE, THE COMPANY
1
SHALL, UPON THE DATE OF SUCH TERMINATION, HAVE AN IRREVOCABLE, EXCLUSIVE OPTION
(THE "REACQUISITION RIGHT") TO REACQUIRE THE UNVESTED SHARES AT NO COST TO THE
COMPANY.
2.6
EXERCISE OF REACQUISITION RIGHT.
THE REACQUISITION RIGHT SHALL BE
EXERCISED BY THE COMPANY BY DELIVERING WRITTEN NOTICE TO EXECUTIVE OR TO
EXECUTIVE'S EXECUTOR WITHIN NINETY (90) DAYS FOLLOWING THE DATE OF TERMINATION.
UPON DELIVERY OF SUCH NOTICE, THE COMPANY SHALL BECOME THE LEGAL AND BENEFICIAL
OWNER OF THE SHARES BEING REACQUIRED AND ALL RIGHTS AND INTERESTS THEREIN, AND
THE COMPANY