ACCEPTABLE TIME AND PLACE,
AND THEREAFTER AS OFTEN AS THEY REASONABLY DEEM NECESSARY, TO RESOLVE THE
DISPUTE.
IF THE DISPUTE HAS NOT BEEN RESOLVED BY NEGOTIATION, THE PARTIES AGREE
THAT ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THE NOTICE,
THE PLAN OR THIS OPTION AGREEMENT SHALL BE BROUGHT BEFORE THE U.S. DISTRICT
COURT, DISTRICT OF OREGON, AND THAT THE PARTIES SHALL SUBMIT TO THE JURISDICTION
OF SUCH COURT.
IF THE U.S. DISTRICT COURT, DISTRICT OF OREGON, DOES NOT HAVE
JURISDICTION OVER THE DISPUTE, THE PARTIES AGREE THAT ANY SUIT, ACTION, OR
PROCEEDING ARISING OUT OF OR RELATED TO THE NOTICE, THE PLAN OR THIS OPTION
AGREEMENT SHALL BE BROUGHT BEFORE THE OREGON CIRCUIT COURT, 4TH JUDICIAL
DISTRICT, LOCATED IN PORTLAND, OREGON, AND THAT THE PARTIES SHALL SUBMIT TO THE
JURISDICTION OF SUCH COURT.
THE PARTIES IRREVOCABLY WAIVE, TO
4
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THE PARTY MAY HAVE TO THE
LAYING OF VENUE FOR ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURTS.
THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL
OF ANY SUCH SUIT, ACTION OR PROCEEDING.
IF ANY ONE OR MORE PROVISIONS OF THIS
SECTION 13 SHALL FOR ANY REASON BE HELD INVALID OR UNENFORCEABLE, IT IS THE
SPECIFIC INTENT OF THE PARTIES THAT SUCH PROVISIONS SHALL BE MODIFIED TO THE
MINIMUM EXTENT NECESSARY TO MAKE IT OR ITS APPLICATION VALID AND ENFORCEABLE.
14.
NOTICES.
ANY NOTICE REQUIRED OR PERMITTED HEREUNDER SHALL BE
GIVEN IN WRITING AND SHALL BE DEEMED EFFECTIVELY GIVEN UPON PERSONAL DELIVERY OR
UPON DEPOSIT IN THE UNITED STATES MAIL BY CERTIFIED MAIL (IF THE PARTIES ARE
WITHIN THE UNITED STATES) OR UPON DEPOSIT FOR DELIVERY BY AN INTERNATIONALLY
RECOGNIZED EXPRESS MAIL COURIER SERVICE (FOR INTERNATIONAL DELIVERY OF NOTICE),
WITH POSTAGE AND FEES PREPAID, ADDRESSED TO THE OTHER PARTY AT ITS ADDRESS AS
SHOWN BENEATH ITS SIGNATURE IN THE NOTICE, OR TO SUCH OTHER ADDRESS AS SUCH
PARTY MAY DESIGNATE IN WRITING FROM TIME TO TIME TO THE OTHER PARTY.
5
EXHIBIT A
DIGIMARC CORPORATION 1999 STOCK INCENTIVE PLAN
EXERCISE NOTICE
Digimarc Corporation
9405 SW Gemini Drive
Beaverton, Oregon
97008
Attention: Secretary
1.
EXERCISE OF OPTION.
EFFECTIVE AS OF TODAY,
,
THE UNDERSIGNED (THE "GRANTEE") HEREBY ELECTS TO
EXERCISE THE GRANTEE'S OPTION TO PURCHASE
SHARES
OF THE COMMON STOCK (THE "SHARES") OF DIGIMARC CORPORATION (THE "COMPANY") UNDER
AND PURSUANT TO THE COMPANY'S 1999 STOCK INCENTIVE PLAN, THE COMPANY'S 1999
NON-EMPLOYEE DIRECTOR OPTION PROGRAM (THE "PROGRAM"), AS AMENDED FROM TIME TO
TIME, AND THE NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (THE "OPTION
AGREEMENT") AND NOTICE OF NON-QUALIFIED STOCK OPTION AWARD (THE "NOTICE") DATED
,
.
UNLESS OTHERWISE DEFINED
HEREIN, THE TERMS DEFINED IN THE PLAN AND THE PROGRAM SHALL HAVE THE SAME
DEFINED MEANINGS IN THIS EXERCISE NOTICE.
2.
REPRESENTATIONS OF THE GRANTEE.
THE GRANTEE ACKNOWLEDGES THAT
THE GRANTEE HAS RECEIVED, READ AND UNDERSTOOD THE NOTICE, THE PLAN, THE PROGRAM
AND THE OPTION AGREEMENT AND AGREES TO ABIDE BY