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
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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 shall have the right to retain and transfer to its
own name the Shares being reacquired.
2.7
Termination of Reacquisition
Right . If the Company does not
elect to exercise the Reacquisition Right conferred above by giving
the requisite notice within ninety (90) days following the
termination of Executive’s employment by the Company, or any
parent or subsidiary of the Company, the Reacquisition Right shall
terminate and the Shares shall be fully vested in Executive.
The Shares released from the Reacquisition Right shall be delivered
to Executive as set forth in Section 4 below.
2.8
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
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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
th
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