Equity Compensation. The Company shall cause to be granted to Executive restricted shares of the Company’s stock having a fair value of $250,000 on the date of grant, vesting in four quarterly tranches over the one-year period following the date of grant and subject to such other terms and conditions as set forth in the Digimarc Corporation 2018 Incentive Plan, including the provisions on tax withholding therein.

Equity Compensation. Non-Employee Directors shall be granted the equity awards described below. The awards described below shall be granted under and shall be subject to the terms and provisions of the Company’s 2019 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”) and shall be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the forms previously approved by the Board, setting forth the vesting schedule applicable to such awards and such other terms as may be required by the Equity Plan. All applicable terms of the Equity Plan apply to this Program as if fully set forth herein, and all grants of stock options hereby are subject in all respects to the terms of the Equity Plan. For the avoidance of doubt, the share numbers in this Section 2 shall be subject to adjustment as provided in the Equity Plan.

Equity Compensation. Non-Employee Directors shall be granted the equity awards described below. The awards described below in paragraphs 3(a) and 3(b) shall be granted under and shall be subject to the terms and provisions of the Equity Plan and shall be granted subject to an award agreement in substantially the same form approved by the Board on or prior to the grant date, setting forth the terms of the award, consistent with the Equity Plan. For purposes of this Section 3, the number of shares subject to any restricted share unit award will be determined by dividing the grant date dollar value specified under [subsection (a) or (b)])] hereof by the Fair Market Value (as defined in the Equity Plan) of a share of the Company’s common stock on the grant date.

Equity Compensation. Non-Employee Directors shall be granted the equity awards described below. The awards described below shall be granted under and shall be subject to the terms and provisions of the Equity Plan, or any other applicable Company equity incentive plan then-maintained by the Company, and shall be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the forms previously approved by the Board. All applicable terms of the Equity Plan apply to this Program as if fully set forth herein, and all grants of stock awards hereby are subject in all respects to the terms of the Equity Plan and the applicable award agreement.

Initial equity award. An initial option to purchase up to 26,600 shares of the Company’s common stock and an initial grant of 5,700 restricted stock units (RSUs) will be granted under the Company’s 2018 Equity Incentive Plan (the “Plan”) automatically without any further action on the part of the Board or the Compensation Committee on the date the person becomes a director of the Company. The option shall have an exercise price equal to the Fair Market Value (as defined in the Plan) on the date of grant and shall vest and become exercisable in equal monthly installments over 36 months of continuous service provided by such member of the Board of Directors. The RSUs are subject to a three-year vesting schedule with one-third of the shares subject to the RSU vesting each year, subject to the director’s continuous service. The equity awards will become fully vested and exercisable in the event that the Company is subject to a change in control.

Equity Compensation. Non-Employee Directors shall be granted the equity awards described below. The awards described below shall be granted under and shall be subject to the terms and provisions of the Equity Plan and shall be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the same forms previously approved by the Board, setting forth the vesting schedule applicable to such awards and such other terms as may be required by the Equity Plan.

Equity Compensation. Non-Employee Directors shall be granted the equity awards described below. The awards described below shall be granted under and shall be subject to the terms and provisions of the 2013 Equity Incentive Award Plan (the “Equity Plan”) and shall be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the same forms previously approved by the Board, setting forth the vesting schedule applicable to such awards and such other terms as may be required by the Equity Plan. All applicable terms of the Equity Plan apply to this Policy as if fully set forth herein, and all grants of awards hereunder are subject in all respects to the terms of the Equity Plan. For the avoidance of doubt, the share numbers in this Section 2 shall be subject to adjustment as provided in the Equity Plan.

Outside Directors will be entitled to receive all types of Awards (except Incentive Stock Options) under the Plan (or the applicable equity plan in place at the time of grant), including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Section 2 of this Policy (each, a “Policy Grant”) will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:

Equity Compensation. As an inducement to your employment with the Company, subject to final approval by the Board or a committee thereof, of the Company will grant to the Executive following the Effective Date a non-qualified stock option to purchase up to 255,212 shares of the Company’s common stock (the “Inducement Award”). The exercise price or purchase price per share of the Inducement Award will be equal to the fair market value of the Company’s common stock on the date of grant. The shares underlying the Inducement Award will be subject to a four-year vesting schedule with 25% of the shares subject to each award vesting on the one year anniversary of the first day of the month immediately following the Effective Date and the remainder vesting ratably on a monthly basis over the following 36 months, subject to continued employment as of each such vesting date. The Equity Award will be subject to the terms of the Company’s 2021 Inducement Equity Grant Plan (the “Inducement Plan”) and the equity award agreement between the Executive and the Company, which shall govern.

Equity Compensation. You will be granted an option to purchase shares of the Company’s Common Stock (“Stock Option”) pursuant to the Company’s 2020 Equity Incentive Plan (the “Plan”), which Stock Option shall have a fair value of approximately $1,000,000. The date of grant will be the Effective Date; provided, however, that if the Company’s trading window is not open on that date, the date of grant will be upon the expiration of three trading days after the Company’s trading window is open (the “Grant Effective Date”). The exercise price per share of the Stock Option will be equal to the closing price per share of the Company’s Common Stock on the date of grant. The Stock Option will be subject to the terms and conditions applicable to options granted under Plan and the applicable stock option agreement. The Stock Option will be subject to vesting over the five-year period following October 7, 2020 (the “Vesting Date”), with 20% of the option shares vesting on the one-year anniversary of the Vesting Date, and monthly vesting over the next succeeding 48 months, conditioned on your continuous common law employment, as described in the applicable stock option agreement.