ACACIA RESEARCH CORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT is dated as of the (date) day of (month), 1996 by and between
Acacia Research Corporation, a California corporation (the "Corporation") and
(name) (the "Optionee").
W I T N E S S E T H
WHEREAS, the Committee believes that the grant of an Option to the Optionee
will promote the interests of the Corporation by inducing the Optionee to
render faithful and efficient services to the Corporation; and
WHEREAS, pursuant to the Acacia Research Corporation 1996 Stock Option Plan
(the "Plan"), the Corporation has granted to the Optionee, effective as of the
(date) day of (month), 199__ (the "Award Date"), a Nonstatutory Option to
purchase all or any part of (number) authorized but unissued Shares, par
value, upon the terms and conditions set forth herein and in the Plan (the
"Option").
NOW, THEREFORE, in consideration of the [past and] prospective services
[rendered and] to be rendered by the Optionee, and the mutual promises and
covenants made herein and the mutual benefits to be derived herefrom, the
parties agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise
defined herein shall have the meaning assigned to such terms in the Plan.
2. Grant of Option. This Nonstatutory Stock Option agreement evidences
the Corporation's grant to the Optionee of the right and option to purchase,
on the terms and conditions set forth herein and in the Plan, all or any part
of an aggregate of (number) authorized but unissued Shares at the price of $
(price) per Share (the "Exercise Price"). The Corporation has granted the
Option as a matter of separate inducement in connection with the Optionee's
employment, and not in lieu of any salary or other compensation for the
Optionee's services.
3. Term. The Option shall expire on (date) (the "Expiration Date").
[The term may not exceed 10 years after the Award Date.]
4. Vesting of Option.
[Alternative 1: The option shall vest on (date).]
[Alternative 2: The Option shall vest in installments for a number of shares
(subject to adjustment as provided in Section 12) as follows:
Date of Vesting Number of Shares (subject
of Option to adjustment) as to
Installment which Option vests
date number
date number
date number
date number]
5. Exercisability of Option. No Options shall become exercisable prior
to six months after the Award Date. After such date, the Option (as to vested
shares only) may be exercised in whole or in part, at the discretion of the
Optionee, from time to time until its expiration or earlier termination. To
the extent that the Optionee does not in any period purchase all or any part
of the Shares to which the Optionee is entitled, the Optionee has the right
cumulatively thereafter to purchase any Shares not so purchased and such right
shall continue until the Option terminates or expires. Fractional Share
interests shall be disregarded, but may be cumulated for purposes of
determining how many Shares have been purchased at any time under the Option.
No fewer then 1,000 Shares may be purchased at any time, unless the number
purchased is the total number then available for purchase under the Option.
6. Method of Exercise of Option.
(a) Written Notice. Each exercise of the Option shall be
by written notice of exercise duly delivered to the Corporation,
specifying the number of Shares with respect to which the Option
is being exercised.
(b) Payment. Such written notice must be accompanied by
payment in full for the Shares to be purchased, and payment
may take [one or a combination of] the following form [s]:
[(i)] lawful money of the United States of America
or a certified or bank cashier's check;
[Optional: (ii) Shares, surrendered to the Corporation in
good form for transfer, which have already been owned by
the Optionee or a representative of the Optionee for more
than six months. Such Shares shall be valued at their
Fair Market Value as of the date when the new Shares are
purchased under the Option;]
[Optional: (iii) delivery (on a form prescribed by the
Corporation) of an irrevocable direction to a securities
broker approved by the Corporation to sell Shares and to
deliver all or part of the sales proceeds to the
Corporation in payment of all or part of the Exercise
Price and any withholding taxes;]
[Optional: (iv) a promissory note executed by the
Optionee in favor the Corporation upon the following
terms and conditions: [insert key terms]. Such
promissory note shall be secured by the Stock issuable
upon exercise of the Option in compliance with applicable
law (including, without limitation, state corporate law
and federal margin requirements):]
[Optional: (v) any other method of payment which the
Committee, in its sole discretion, deems acceptable.]
(c) Securities Laws. The written notice of exercise
shall specify that the Shares are being acquired by the
Optionee for investment only and not with a view to resale or
distribution.
7. Withholding Taxes. Upon the exercise of the Option, [Alternative 1:
[insert requirement for the satisfaction of any federal, state, local, or
foreign withholding tax obligations arising in connection with the exercise of
the Option, for example, specify that the Optionee shall provide cash payment
of tax, allow for the deduction of tax, allow for a reduction in number of
Shares or obtain a loan of the tax from the Corporation]/ Alternative 2: the
Optionee shall make such arrangements as the Committee may require for the
satisfaction of any federal, state, local or foreign withholding tax
obligations arising in connection with the exercise of the Option.] The
Optionee agrees that on disposition of Shares acquired by exercising the
Option, the Optionee shall comply with all requirements of the Committee for
satisfaction of any federal, state, local or foreign withholding tax
obligations arising in connection with the disposition of the Shares.
8. Effect of Termination of Employment. Should the Optionee cease to be
an employee, [insert effect of termination of employment on the rights and
benefits of the Option]
[Optional: (i) Options shall cease to vest on the date of
termination of Optionee's employment with the Corporation;]
[Optional: (ii) except as provided in clause (iii) below, the
Option may be exercised at any time within [one] year[s]
after Employee's termination of employment (to the extent it
was exercisable on such date):]
[Optional: (iii) if Optionee's employment with the
Corporation was terminated for cause (as determined by the
Committee in its sole discretion), the Option and all rights
hereunder, to the extent not previously exercised, shall
terminate and become null and void at such time as Optionee
ceases to be employed by the Corporation;]
[Optional: (iv) if an Optionee dies while employed by the
Corporation or during the period referred to in clause (ii)
above, the Option shall expire [one] year[s] after the date of
death. During the [one] year[s] period after the death of the
Optionee, the Option may be exercised (to the extent it was
exercisable as of the date of death or earlier termination of
such Optionee's employment) by the person or persons to whom
the Optionee's rights under the option shall pass by will or
by the applicable laws of descent and distribution;]
[Optional: (v) if an Optionee's employment by the Corporation
was terminated as a result of a "permanent and total
disability" within the meaning of Section 22(e) (3) of the
Code, the Optionee or the Optionee's personal representative
as an agent for the Optionee, shall have [one] year[s] from
the date of termination of employment to exercise the Option
(to the extent it was exercisable on such date).]
Nothing in this Section 8 shall be deemed to extend the term of the Option
beyond the Expiration Date nor to limit the Corporation's ability to terminate
the Option at an earlier date pursuant to the other provision of this
Agreement and the Plan.
9. Non-Transferability of Option. This Option and any other rights of
the Optionee under this Agreement or the Plan are non-transferrable as
provided in Section 6 of the Plan.
10. No Rights as Shareholder. The Optionee, or a transferee of the
Optionee, has no rights as a shareholder with respect to any Shares covered by
an Option until the date of the issuance of a stock certificate for such
Shares.
11. Modification, Extension and Assumption of Option. The Option may
be modified, extended or assumed from time to time by the Committee within the
limitations of and by the means specified in Section 10 of the Plan.
12. Adjustment of Option
(a) Generally. As provided in Section 9 of the Plan,
the Committee may make adjustments to the number of Shares
covered by the Option, the Exercise Price of the Option or any
other Provision in this Agreement that the Committee deems
necessary or advisable to adjust.
(b) Reorganizations. In the event that the Corporation is
a party to a merger or other reorganization, or in
contemplation of such a merger or other reorganization, and to
the extent that the Committee, in its sole discretion, so
directs, the Corporation may:
(i) terminate the Option by paying the Optionee the
difference between the Exercise Price and the
consideration to be received by stockholders of the
Corporation for "in-the-money" options and terminate all
other options without payment;
(ii) provide for assumption of the Option by the
surviving corporation;
(iii) if the Corporation is a surviving corporation,
continue the Option; or
(iv) take any action with respect to the Option that
the Committee, in its sole discretion, deems necessary or
advisable.
13. Notices. Any notice to be given under the terms of this Agreement
shall be in writing addressed to the Corporation at its principal office
located at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, to the attention of
▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇ ▇▇▇, and to the Optionee at the address given beneath the
Optionee's signature hereto, or at such other address as either party may
hereafter designate in writing to the other.
14. Plan. The Option is subject to, and the Optionee agrees to be bound
by, all of the terms and conditions of the Plan. The Optionee acknowledges
receipt of a copy of the Plan, which is made a part hereof by this reference.
15. Successors. Subject to the Plan, where the context permits,
"Optionee" as used in this Nonstatutory Stock Option Agreement shall include
the Optionee's executor, administrator or persons to whom Optionee's rights
pass by will or the applicable laws of descent and distribution.
16. Governing Law. The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of California.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed on its behalf by a duly authorized officer and the Optionee has
hereunto set his or her hand.
ACACIA RESEARCH CORPORATION
By_________________________
Title______________________
OPTIONEE
___________________________
(Signature)
___________________________
(Print Name)
___________________________
(Address)
___________________________
(City, State, Zip Code)
