EXHIBIT (d)(2)
InterTrust Technologies Corporation
2000 Supplemental Plan
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: ((Name))
Total Number of Shares Granted: ((TotalShares))
Type of Option: Nonstatutory Stock Option
Exercise Price Per Share: $((PricePerShare))
Date of Grant: ((DateGrant))
Vesting Commencement Date: ((VestDay))
Vesting Schedule: This option becomes exercisable
with respect to the first 25% of
the Shares subject to this option
when you complete 12 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: ((ExpDate))
Optionee: Intertrust Technologies
Corporation
_________________________________________ By:______________________________
_________________________________________ Title:___________________________
Print Name
InterTrust Technologies Corporation
2000 Supplemental Plan
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 in the Plan)
while you are an employee or consultant of the Company or a
parent or subsidiary of the Company, unless this option
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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, and its determination shall be
final, binding and conclusive.
If the Company and the other party to the transaction
constituting a Change in Control agree that such transaction
is to be treated as a "pooling of interests" for financial
reporting purposes, and if such transaction in fact is so
treated, then the acceleration of vesting and exercisability
shall not occur to the extent that the Company's independent
accountants and such other party's independent accountants
separately determine in good faith that such acceleration
would preclude the use of "pooling of interests" accounting.
No additional shares become exercisable after your service
as an employee or consultant of the Company or a parent or
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 If your service as an employee or consultant of the Company
Termination or a parent or subsidiary of the Company terminates for any
reason except death or disability, then this option will
expire at the close of business at Company
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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 parent or 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 parent or subsidiary of the Company
terminates because of your disability, then this option will
expire at the close of business at Company headquarters on
the 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:
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. 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 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 Taxes You will not be allowed to exercise this option unless you
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 Resale By signing this Agreement, you agree not to sell
any 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 Prior to your death, only you may exercise this option. You
of Option cannot transfer or assign this option. For instance, you may
not sell this option or
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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.
Employment or Your option or this Agreement do not give you the right to
Retention Rights be retained by the Company or a parent or subsidiary of the
Company in any capacity. The Company and its subsidiaries
reserve the right to terminate your service at any time,
with or without cause.
Stockholder You, or your estate or heirs, have no rights as a
Rights 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
in the Plan.
Adjustments In the event of a stock split, a stock dividend or a similar
change in Company stock, the number of shares covered by
this option and the exercise price per share may be adjusted
pursuant to the 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).
The Plan and The text of the Plan is incorporated in this Agreement by
Other Agreements reference.
This Agreement and the Plan 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 Plan.
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