Exhibit (d)(4)
InterTrust Technologies Corporation
1999 Equity Incentive 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: ((ISO)) Incentive Stock Option
((NSO)) 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))
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 1999 Equity Incentive Plan (the "Plan") and the
Stock Option Agreement, both of which are attached to and made a part of this
document.
Optionee: InterTrust Technologies
Corporation
________________________________________ By:_____________________________
________________________________________ Title:__________________________
Print Name
InterTrust Technologies Corporation
1999 Equity Incentive Plan
Stock Option Agreement
Tax Treatment This option is intended to be an incentive stock option
under section 422 of the Internal Revenue Code or 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, consultant or
director of the Company or a parent or subsidiary of the
Company, unless this option remains outstanding following
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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, consultant or director 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, consultant or director of
Termination the Company or a parent or subsidiary of the Company
terminates for any reason except
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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 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
Exercise if 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
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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 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
Taxes and Stock unless you make arrangements acceptable to the
Withholding Company to pay any 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 Prior to your death, only you may exercise this
option. You cannot
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Option 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 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
Other Agreements Agreement by 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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