Exhibit 10.21
PERFORMANCE VESTING SHARE
AGREEMENT
THIS PERFORMANCE VESTING SHARE
AGREEMENT (this “Agreement”) is made effective
January 3, 2006 (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 performance vesting share
award of
shares of the Company’s common stock.
1.
Grant of Performance Vesting
Shares .
The Company
hereby grants to Executive as of the Grant Date, a performance
vesting share 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”), subject to the vesting rules set forth in
Section 2 below.
2.
Vesting of the Shares
.
2.1
Performance Condition and Release
Date .
Subject to the
terms of this Agreement, if the closing price of the
Company’s common stock is at least $15 for more than 30
consecutive calendar days during the period that begins on the
Grant Date and ends on the third anniversary of the Grant Date (the
“Performance Condition”), then the Shares shall vest
and no longer be subject to forfeiture on the date on which the
Performance Condition is satisfied (the “Release
Date”). All rights to performance vesting shares are
contingent on Executive remaining continuously employed by the
Company, or any parent or subsidiary of the Company, from the Grant
Date through the Release Date.
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 earlier of the
third anniversary of the Grant Date (the “Expiration
Date”) and the Release Date, the Shares shall be fully vested
and the forfeiture restriction shall lapse as of the date of
termination of employment by the Company.
2.3
Termination Due to Death or
Disability .
In the event of
termination of Executive’s employment due to
Executive’s death or “Disability” (as defined in
the 1999 Plan) prior to the earlier of the Expiration Date and the
Release Date, the Shares shall be fully vested and the forfeiture
restriction shall lapse as of the date of Executive’s death
or Disability.
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)
prior to the earlier of the Expiration Date and the Release Date
and as a consequence of such Change in Control, Executive resigns
for “Good Reason” (as defined below) prior to the
earlier of the Expiration Date and the Release Date, the Shares
shall be fully vested and the forfeiture restriction shall lapse as
of the date of Executive’s resignation for Good
Reason.
1
2.5
Termination for Other
Reasons .
In the event
that Executive’s employment terminates prior to the earlier
of the Expiration Date and the 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 Shares shall immediately be forfeited by Executive without
payment of any further consideration to Executive.
2.6
Certain Definitions
.
(a)
“Cause.” For
purposes of this Section 2, “Cause” shall mean:
(i) a willful act of embezzlement, fraud, or dishonesty by
Executive, which is materially injurious to the Company;
(ii) Executive’s continued violation of his obligation
to perform the duties and responsibilities normally required
of an executive, which are willful or grossly negligent, after
Executive has been given written notice from the Company’s
Board of Directors describing his violations and has failed to cure
or commence to cure such violations within thirty (30) days; or
(iii) Executive’s conviction of, or plea of nolo
contendere to, a felony which the Board of Directors reasonably
believes has had or will have a material detrimental effect on the
Company’s reputation or business.
(b)
“Good Reason.” For
purposes of this Section 2, “Good Reason” shall
mean a resignation by Executive of his employment with the Company,
or any parent or subsidiary of the Company, as a result of any of
the following:
(i) a meaningful and
detrimental alteration of his position, his title, or the nature or
status of his responsibilities (including his reporting
responsibilities) from those in effect immediately prior to the
Change in Control.
(ii) a reduction by the
Company in Executive’s annual base salary as in effect
immediately prior to the Change in Control or as the same
may be increased from time to time thereafter;
(iii) the relocation of the
Company’s office where Executive is employed as of the Change
in Control to a location which is more than seventy-five (75) miles
away from such office, or a requirement that Executive be based
more than seventy-five (75) miles away from his Company office as
of the Change in Control.
(c)
“Change in
Control.” For purposes of this Section 2,
“Change of Control” means the direct or indirect
acquisition by any person or related group of persons (other than
an acquisition from or by the Company or by a Company-sponsored
employee benefit plan or by a person that directly or indirectly
controls, is controlled by, or is under common control with, the
Company) of beneficial ownership (within the meaning of
Rule 13d-3 of the Securities Exchange Act of 1934) of
securities possessing more than fifty percent (50%) of the total
combined voting power of the Company’s outstanding securities
pursuant to a tender or exchange offer made directly to the
Company’s stockholders, which a majority of the
Company’s Board of Directors who are not affiliated with the
offeror do not recommend such stockholders accept.
3.
Restriction on
Tra
