EXHIBIT 99.1
FORM OF WRITTEN COMPENSATORY AGREEMENT
InterTrust Technologies Corporation
Notice of Stock Option Grant
You have been granted the following option to purchase Common Stock of
InterTrust Technologies Corporation (the "Company"):
Name of Optionee:
Total Number of Shares Granted:
Type of Option:
Exercise Price Per Share: $
Date of Grant: _____, ___,
Vesting Commencement Date: _____, ___,
Vesting Schedule: This option becomes exercisable with
respect to the first 12.5% of the Shares
subject to this option when you complete 6
months of continuous service from the
Vesting Commencement Date and with respect
to an additional 1/48th of the Shares
subject to this option when you complete
each month of continuous service
thereafter.
Expiration Date: _____, ___,
By your signature and the signature of the Company's representative below, you
and the Company agree that this option is granted under and governed by the
terms and conditions of the Stock Option Agreement, which is attached to and
made a part of this document.
Optionee: InterTrust
Technologies Corporation
____________________________ By:________________________________
____________________________ Title:_____________________________
Print Name
InterTrust Technologies Corporation
Stock Option Agreement
Tax Treatment This option is intended to be a nonstatutory option, as
provided in the Notice of Stock Option Grant.
Vesting This option becomes exercisable in installments, as shown
in the Notice of Stock Option Grant. In addition, this
option becomes exercisable and vested in full if the
Company is subject to a "Change in Control" (as defined
below) while you are an employee, consultant or director
of the Company or a subsidiary of the Company, unless this
option remains outstanding following the "Change in
Control," or is assumed by the surviving corporation (or
parent thereof) or substituted with an option with
substantially the same terms by the surviving corporation
(or parent thereof). The determination of whether a
substituted option has substantially the same terms as
this option shall be made by the Compensation Committee
(the "Committee"), and its determination shall be final,
binding and conclusive.
No additional shares become exercisable after your service
as an employee, consultant or director of the Company or a
subsidiary of the Company has terminated for any reason.
Term This option expires in any event at the close of business
at Company headquarters on the day before the 10th
anniversary of the Date of Grant, as shown in the Notice
of Stock Option Grant. (It will expire earlier if your
service terminates, as described below.)
Regular Termination If your service as an employee, consultant or director of
the Company or a subsidiary of the Company terminates for
any reason except death or disability, then this option
will expire at the close of business at Company
headquarters on the date three months after your
termination date. The Company determines when your service
terminates for this purpose.
Death If you die as an employee, consultant or director of the
Company or a subsidiary of the Company, then this option
will expire at the close of business at Company
headquarters on the date 12 months after the date of
death.
Disability If your service as an employee, consultant or director of
the Company or a subsidiary of the Company terminates
because of your disability, then this option will expire
at the close of business at Company headquarters on the
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date six months after your termination date.
For all purposes under this Agreement, "disability" means
that you are unable to engage in any substantial gainful
activity by reason of any medically determinable physical
or mental impairment.
Leaves of Absence For purposes of this option, your service does not
terminate when you go on a military leave, a sick leave or
another bona fide leave of absence, if the leave was
approved by the Company in writing and if continued
crediting of service is required by the terms of the leave
or by applicable law. But your service terminates when the
approved leave ends, unless you immediately return to
active work. In addition, at the discretion of the
Company, the vesting and exercisability of your option may
be suspended during a leave of absence, in accordance with
the Company's general policies, which may be amended from
time to time.
Restrictions on The Company will not permit you to exercise this option if
Exercise the issuance of shares at that time would violate any law
or regulation.
Notice of Exercise When you wish to exercise this option, you must notify the
Company by filing the proper "Notice of Exercise" form at
the address given on the form. Your notice must specify
how many shares you wish to purchase. Your notice must
also specify how your shares should be registered (in your
name only or in your and your spouse's names as community
property or as joint tenants with right of survivorship).
The notice will be effective when it is received by the
Company.
If someone else wants to exercise this option after your
death, that person must prove to the Company's
satisfaction that he or she is entitled to do so.
Form of Payment When you submit your notice of exercise, you must include
payment of the option exercise price for the shares you
are purchasing. Payment may be made in one (or a
combination of two or more) of the following forms:
. Your personal check, a cashier's check or a money
order.
. Certificates for shares of Company stock that you own,
along with any forms needed to effect a transfer of
those shares to the Company. The value of the shares,
determined as of the effective date of the option
exercise, will be applied to the option exercise price.
Instead of surrendering shares of Company stock, you
may attest to the ownership of those shares on a form
provided by the Company and have the same number of
shares subtracted from the option shares issued to you.
However, you may not surrender, or attest to the
ownership of, shares of Company stock in payment of
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the exercise price if your action would cause the
Company to recognize compensation expense (or
additional compensation expense) with respect to this
option for financial reporting purposes.
. Irrevocable directions to a securities broker approved
by the Company to sell all or part of your option
shares and to deliver to the Company from the sale
proceeds an amount sufficient to pay the option
exercise price and any withholding taxes. (The balance
of the sale proceeds, if any, will be delivered to
you.) The directions must be given by signing a special
"Notice of Exercise" form provided by the Company.
. Irrevocable directions to a securities broker or lender
approved by the Company to pledge option shares as
security for a loan and to deliver to the Company from
the loan proceeds an amount sufficient to pay the
option exercise price and any withholding taxes. The
directions must be given by signing a special "Notice
of Exercise" form provided by the Company.
Withholding You will not be allowed to exercise this option unless you
Taxes and Stock make arrangements acceptable to the Company to pay any
Withholding withholding taxes that may be due as a result of the
option exercise. These arrangements may include
withholding shares of Company stock that otherwise would
be issued to you when you exercise this option. The value
of these shares, determined as of the effective date of
the option exercise, will be applied to the withholding
taxes.
Restrictions on By signing this Agreement, you agree not to sell any
Resale option shares at a time when applicable laws, Company
policies or an agreement between the Company and its
underwriters prohibit a sale. This restriction will apply
as long as your option has not expired.
Transfer of Option Prior to your death, only you may exercise this option.
You cannot transfer or assign this option. For instance,
you may not sell this option or use it as security for a
loan. If you attempt to do any of these things, this
option will immediately become invalid. You may, however,
dispose of this option in your will or a beneficiary
designation.
Regardless of any marital property settlement agreement,
the Company is not obligated to honor a notice of exercise
from your former spouse, nor is the Company obligated to
recognize your former spouse's interest in your option in
any other way.
Retention Rights Your option or this Agreement do not give you the right to
be retained by the Company or a subsidiary of the Company
in any capacity. The Company and its subsidiaries reserve
the right to terminate your service at
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any time, with or without cause.
Stockholder Rights You, or your estate or heirs, have no rights as a
stockholder of the Company until you have exercised this
option by giving the required notice to the Company and
paying the exercise price. No adjustments are made for
dividends or other rights if the applicable record date
occurs before you exercise this option, except as
described below.
Buyout Rights The Committee may at any time (a) offer to buy out for a
payment in cash or cash equivalents this option or (b)
authorize you to elect to cash out this option, in either
case at such time and based upon such terms and conditions
as the Committee shall establish.
Adjustments In the event of a stock split, a stock dividend or a
similar change in Common Stock, the number of shares
covered by this option and the exercise price per share
may be adjusted in the same manner and to the same extent
as options are adjusted pursuant to the Company's 1999
Equity Incentive Plan.
Applicable Law This Agreement will be interpreted and enforced under the
laws of the State of Delaware (without regard to their
choice-of-law provisions).
Other Agreements This Agreement and the Notice of Stock Option Grant
constitute the entire understanding between you and the
Company regarding this option. Any prior agreements,
commitments or negotiations concerning this option are
superseded. This Agreement may be amended only by another
written agreement, signed by both parties.
By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Notice of Stock option Grant.
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