Common use of Consideration to Executive Clause in Contracts

Consideration to Executive. Provided that Executive accepts and executes this Agreement, complies with its terms, and executes and does not revoke the Supplemental Release attached hereto as Exhibit A (the “Supplemental Release”) within the time periods specified therein, the Company will provide Executive with the following payments and benefits: a) a series of severance payments in the total gross amount of One Million Eight- Hundred Thirty-One Thousand Six-Hundred Sixty-Seven Dollars ($1,831,667.00), less required withholdings and deductions, payable in equal installments over the course of the period beginning on the Separation Date and concluding on August 10, 2023, on the Company’s regular payroll dates following the Separation Date; provided, however, that the first such payment shall be made on the first administratively practicable payroll date following the Effective Date of the Supplemental Release and shall include all amounts payable during the period after the Separation Date and through the date of such first payment; b) provided that Executive timely and properly elects continuation coverage (for himself and his spouse) under the Company’s group health plan(s) pursuant to COBRA, the Company shall reimburse Executive for his payment of premiums for such coverage for a period of twenty-four (24) months following the Separation Date or until Executive is no longer entitled to COBRA continuation coverage under Digimarc’s group health plan(s), whichever period is shorter; provided, however, that Executive acknowledges and agrees that the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Executive’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, unless otherwise required under applicable law; c) to the extent that Executive has secured COBRA coverage following the Separation Date but becomes ineligible to participate in COBRA continuation coverage prior to the second anniversary of the Separation Date, the Company shall make a series of monthly payments to Executive from the date of cessation of such coverage through the second anniversary of the Separation Date, each of which shall be in the gross amount of the last monthly COBRA premium reimbursed by the Company, less applicable taxes and withholdings, without any requirement that Executive secure other insurance coverage; d) provided that Executive, no later than January 31 immediately following the end of the calendar year in which Executive pays the applicable premium, requests reimbursement and provides Digimarc with evidence reasonably satisfactory to Digimarc of the amount of the premium and the fact of his payment of the same, the Company shall reimburse Executive for premiums for coverage under his existing term life insurance policy (with a death benefit of $3,000,000) or, if such coverage is unavailable, for other coverage obtained by Executive with equivalent premiums, through August 10, 2023, it being understood that any tax withholding obligations that may arise out of such reimbursement shall be deducted from Executive’s severance payments payable under this Agreement; and e) notwithstanding his resignation of employment, 136,668 of the Options, 30,000 of the RSUs, and 82,446 of the PRSUs shall vest and become exercisable on the Effective Date of the Supplemental Release; for the avoidance of doubt, all other unvested Options, unvested RSUs, unvested PRSUs and any other unvested awards shall be forfeited in connection with Executive’s resignation; for the avoidance of doubt, Executive’s vested Options, vested RSUs and vested PRSUs are unaffected by this Agreement, except as set forth in Section 3(f) below; and f) Executive’s right to exercise vested stock options will expire on the earliest of (i) August 10, 2023, (ii) the latest date the particular option could have expired by its original terms under any circumstances, and (iii) the tenth anniversary of the original date of grant of the particular option. Executive acknowledges that all payments to him pursuant to this Agreement shall be subject to all applicable taxes and withholdings and reported on a Form W-2. With respect to required tax withholding for RSUs, PRSUs and options, the Company may withhold appropriate amounts from Executive’s severance payments under this Agreement, require Executive to pay to the Company such amounts, or withhold a number of shares with a value equal to the tax withholding amount, which value will (a) for purposes of RSUs and PRSUs be based on the closing price of the Company’s shares on the Effective Date of the Supplemental Release, and (b) for purposes of options, be based on the Fair Market Value (as defined in the Company’s 2018 Incentive Plan) of a share on the exercise date. For the avoidance of doubt, and without limiting any other remedy that may be available to the Company, Executive acknowledges that if he breaches any of his obligations set forth in Sections 1, 9, 10, 11, 12 or 13 of this Agreement, the Company’s obligation to provide the payments and benefits set forth above shall cease immediately and Executive shall not be entitled to receive any payments or benefits not already paid to him.

Consideration to Executive. Provided a. The Company shall pay Executive’s accrued Annual Salary that is payable as of the Separation Date in accordance with the Company’s normal payroll practices on April 15, 2008. As additional consideration, this April 15 payroll payment will also include Executive’s Annual Salary for the remainder of the month of April. b. Within one (1) business day after the Effective Date, the Company shall deliver to Executive accepts a check in the amount of $132,500 (One Hundred and executes Thirty Two Thousand Five Hundred Dollars and No Cents), less applicable withholding taxes, made payable to the Executive, and subject to compliance by Executive with all of his obligations under this Agreement, complies with within one hundred and eighty (180) days after the Effective Date, the Company shall deliver, or cause to be delivered, to Executive a check in the amount of $132,500 (One Hundred and Thirty Two Thousand Five Hundred Dollars and No Cents), less applicable withholding taxes, made payable to the Executive. c. For the period from the Separation Date until the earlier of December 31, 2008, or the date on which the Executive is eligible to receive similar coverage under another employer’s group health insurance plan, the Company agrees to pay the health insurance premiums for continuing coverage for Executive and his dependents under the existing group health insurance plan maintained by the Company for the benefit of its terms, officers and executes and does not revoke employees provided Executive timely provides the Supplemental Release attached hereto as Exhibit A requisite election notice required under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). The Executive shall promptly notify the “Supplemental Release”Company when the Executive becomes eligible to receive similar coverage under another employer’s group health insurance plan. To the extent any portion of the COBRA payments made by the Company on behalf of the Executive pursuant to this Section 3(c) within the time periods specified thereinare deemed to be compensation, the Company will provide Executive with the following payments and benefits: a) a series of severance gross up such payments in an amount sufficient to cover any applicable withholding taxes on such payments. If the total gross amount of One Million Eight- Hundred Thirty-One Thousand Six-Hundred Sixty-Seven Dollars ($1,831,667.00)Executive has not become eligible to receive similar coverage under another employer’s group health insurance plan by December 31, less required withholdings and deductions2008, payable in equal installments over Executive shall have the course of the period beginning on the Separation Date and concluding on August 10right, 2023at his cost, on upon written notice to the Company’s regular payroll dates following the Separation Date; provided, however, that the first such payment shall be made on the first administratively practicable payroll date following the Effective Date of the Supplemental Release and shall include all amounts payable during the period after the Separation Date and through the date of such first payment; b) provided that Executive timely and properly elects continuation to elect to continue coverage (for himself and his spouse) under the Company’s group health plan(s) pursuant to COBRA, insurance plan in accordance with COBRA until the Company shall reimburse Executive for his payment earlier of premiums for such coverage for a expiration of the 18 month period of twenty-four (24) months following the Separation Date or until and the date on which the Executive is no longer entitled becomes eligible to COBRA continuation receive similar coverage under Digimarcanother employer’s group health plan(sinsurance plan. d. The Company agrees to reimburse Executive for the actual reasonable out of pocket business expenses incurred by the Executive in connection with the performance of his duties as Chief Executive Officer of the Company, subject to delivery by the Executive to the Company of receipts and other appropriate supporting documentation reasonably requested by the Company. e. Executive shall be permitted to retain ownership of the laptop computer, the home desktop computer and the cell phone that the Company has provided to him, subject to the obligation of the Executive to make his laptop computer and home desktop computer available to a representative from the Company on Monday, April 14, 2008, before the close of business, to enable the Company’s representative to review the files, data and software stored on such laptop computer and desktop computer and remove any data or files that constitute Confidential Information (as hereinafter defined), whichever period is shorter; provided, however, that . f. The Executive acknowledges understands and agrees that all payments payable to the election of COBRA continuation coverage Executive under Sections 3(a), 3(b) and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Executive’s sole responsibility, and 3(c) will be treated by the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, unless otherwise required under applicable law; c) to the extent that Executive has secured COBRA coverage following the Separation Date but becomes ineligible to participate in COBRA continuation coverage prior to the second anniversary of the Separation Date, the Company shall make a series of monthly payments to Executive from the date of cessation of such coverage through the second anniversary of the Separation Date, each of which shall be in the gross amount of the last monthly COBRA premium reimbursed by the Company, less applicable taxes and withholdings, without any requirement that Executive secure other insurance coverage; d) provided that Executive, no later than January 31 immediately following the end of the calendar year in which Executive pays the applicable premium, requests reimbursement and provides Digimarc with evidence reasonably satisfactory to Digimarc of the amount of the premium and the fact of his payment of the same, the Company shall reimburse Executive for premiums for coverage under his existing term life insurance policy (with a death benefit of $3,000,000) or, if such coverage is unavailable, for other coverage obtained by Executive with equivalent premiums, through August 10, 2023, it being understood that any tax withholding obligations that may arise out of such reimbursement shall be deducted from Executive’s severance payments payable under this Agreement; and e) notwithstanding his resignation of employment, 136,668 of the Options, 30,000 of the RSUs, and 82,446 of the PRSUs shall vest and become exercisable on the Effective Date of the Supplemental Release; for the avoidance of doubt, all other unvested Options, unvested RSUs, unvested PRSUs and any other unvested awards shall be forfeited in connection with Executive’s resignation; for the avoidance of doubt, Executive’s vested Options, vested RSUs and vested PRSUs are unaffected by this Agreement, except as set forth in Section 3(f) below; and f) Executive’s right to exercise vested stock options will expire on the earliest of (i) August 10, 2023, (ii) the latest date the particular option could have expired by its original terms under any circumstances, and (iii) the tenth anniversary of the original date of grant of the particular option. Executive acknowledges that all payments to him pursuant to this Agreement shall be subject to all applicable taxes and withholdings and reported on a Form W-2. With respect to required tax withholding for RSUs, PRSUs and options, the Company may withhold appropriate amounts from Executive’s severance payments under this Agreement, require Executive to pay to the Company such amounts, or withhold a number of shares with a value equal to the tax withholding amount, which value will (a) for purposes of RSUs and PRSUs be based on the closing price of the Company’s shares on the Effective Date of the Supplemental Release, and (b) for purposes of options, be based on the Fair Market Value (as defined in the Company’s 2018 Incentive Plan) of a share on the exercise date. For the avoidance of doubt, and without limiting any other remedy that may be available to the Company, Executive acknowledges that if he breaches any of his obligations set forth in Sections 1, 9, 10, 11, 12 or 13 of this Agreement, the Company’s obligation to provide the payments and benefits set forth above shall cease immediately and Executive shall not be entitled to receive any payments or benefits not already paid to himcompensation expense.

Consideration to Executive. Provided that Contingent upon Executive accepts and executes returning an executed original of this Agreement, complies with its terms, and executes and does not revoke Separation Agreement to the Supplemental Release attached hereto Company without revoking Executive’s acceptance (as Exhibit A (the “Supplemental Release”provided in Paragraph 16(c) within the time periods specified thereinbelow), the Company will provide Executive with the following payments and benefits:consideration (collectively, the “Separation Payment”): (a) a series of A severance payments in the total gross amount of One Million Eight- Hundred Thirty-One Thousand Six-Hundred Sixty-Seven Dollars ($1,831,667.00), less required withholdings and deductions, payable in equal installments over the course of the period beginning on the Separation Date and concluding on August 10, 2023, on the Company’s regular payroll dates following the Separation Date; provided, however, that the first such payment shall be made on the first administratively practicable payroll date following the Effective Date of the Supplemental Release and shall include all amounts payable during the period after the Separation Date and through the date of such first payment; b) provided that Executive timely and properly elects continuation coverage (for himself and his spouse) under the Company’s group health plan(s) pursuant to COBRA, the Company shall reimburse Executive for his payment of premiums for such coverage for a period of twenty-four (24) months following the Separation Date or until Executive is no longer entitled to COBRA continuation coverage under Digimarc’s group health plan(s), whichever period is shorter; provided, however, that Executive acknowledges and agrees that the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Executive’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, unless otherwise required under applicable law; c) to the extent that Executive has secured COBRA coverage following the Separation Date but becomes ineligible to participate in COBRA continuation coverage prior to the second anniversary of the Separation Date, the Company shall make a series of monthly payments to Executive from the date of cessation of such coverage through the second anniversary of the Separation Date, each of which shall be in the gross amount of the last monthly COBRA premium reimbursed by the CompanyTwo Hundred and Seventy Thousand Dollars ($270,000), less applicable taxes appropriate withholdings and/or payroll deductions, which is intended to represent back or future wages claimed by Executive and withholdings, without any requirement that Executive secure other insurance coverage; d) provided that for which a Form W-2 will be issued to Executive, no later than January 31 immediately following the end paid within thirty (30) days of the calendar year in which Executive pays the applicable premium, requests reimbursement and provides Digimarc with evidence reasonably satisfactory to Digimarc of the amount of the premium and the fact of his payment of the same, the Company shall reimburse Executive for premiums for coverage under his existing term life insurance policy (with a death benefit of $3,000,000) or, if such coverage is unavailable, for other coverage obtained by Executive with equivalent premiums, through August 10, 2023, it being understood that any tax withholding obligations that may arise out of such reimbursement shall be deducted from Executive’s severance payments payable under this Agreement; and e) notwithstanding his resignation of employment, 136,668 of the Options, 30,000 of the RSUs, and 82,446 of the PRSUs shall vest and become exercisable on the Effective Termination Date of the Supplemental Release; for the avoidance of doubt, all other unvested Options, unvested RSUs, unvested PRSUs and any other unvested awards shall be forfeited in connection with Executive’s resignation; for the avoidance of doubt, Executive’s vested Options, vested RSUs and vested PRSUs are unaffected by this Agreement, except as set forth in Section 3(f) below; and f) Executive’s right to exercise vested stock options will expire on the earliest of (i) August 10, 2023, (ii) the latest date the particular option could have expired by its original terms under any circumstances, and (iii) the tenth anniversary of the original date of grant of the particular option. Executive acknowledges that all payments to him pursuant to this Agreement shall be subject to all applicable taxes and withholdings and reported on a Form W-2. With respect to required tax withholding for RSUs, PRSUs and options, the Company may withhold appropriate amounts from Executive’s severance payments under this Agreement, require Executive to pay to the Company such amounts, or withhold a number of shares with a value equal to the tax withholding amount, which value will (a) for purposes of RSUs and PRSUs be based on the closing price of the Company’s shares on the Effective Date of the Supplemental Release, and (b) for purposes of options, be based on the Fair Market Value (as defined in Paragraph 4 below); (b) The bonus payable to Executive under the Company’s 2017 annual cash performance bonus plan, less appropriate withholdings and/or payroll deductions, which is intended to represent back or future wages claimed by Executive and for which a Form W-2 will be issued to Executive, payable when bonuses are paid to other Corporate participants in the 2017 annual cash performance bonus plan; (c) A cash payment representing the Executive’s on-target bonus under the 2018 Incentive Planannual cash performance bonus plan and the on-target grant date fair value of the Executive’s long-term incentive equity plan grants for 2017, pro-rated for the amount of time that the Executive was actually employed during 2018, less appropriate withholdings and/or payroll deductions, which is intended to represent back or future wages claimed by Executive and for which a Form W-2 will be issued to Executive, paid within thirty (30) days of the Termination Date; (d) The gross amount of any accrued and unused vacation time, less appropriate withholdings and/or payroll deductions, which is intended to represent back or future wages claimed by Executive and for which a share on Form W-2 will be issued to Executive, paid within thirty (30) days of the exercise date. For the avoidance Termination Date; and (e) The accelerated vesting of doubtTime-Based Restricted Share Units, Performance-Based Restricted Share Units, and without limiting any other remedy that may be available Non-Qualified Stock Options (as reflected in Exhibit A to the Company, Executive acknowledges that if he breaches any of his obligations set forth in Sections 1, 9, 10, 11, 12 or 13 of this Agreement), the Company’s obligation less appropriate withholdings and/or payroll deductions. Executive understands that a Form W-2 will be issued to provide the payments and benefits set forth above shall cease immediately and Executive shall not be entitled to receive any payments or benefits not already paid to himfor this payment.

Consideration to Executive. Provided that Except for any payments or benefits Executive accepts and executes this Agreement, complies with its terms, and executes and does not revoke the Supplemental Release attached hereto as Exhibit A (the “Supplemental Release”) within the time periods specified therein, the Company will provide Executive with the following payments and benefits: a) a series of severance payments has accrued or vested in the total gross amount of One Million Eight- Hundred Thirty-One Thousand Six-Hundred Sixty-Seven Dollars ($1,831,667.00), less required withholdings and deductions, payable pursuant to Executive’s participation in equal installments over the course of the period beginning on the Separation Date and concluding on August 10, 2023, on the Company’s regular payroll dates following the Separation Date; provided401(k) or deferred compensation plans, howeveras applicable, that the first such payment which shall be made on subject to the first administratively practicable payroll date following terms and conditions set forth in such plan and for the Effective Date of the Supplemental Release and shall include all amounts payable during the period after the Separation Date and through the date of such first payment; b) provided that Executive timely and properly elects continuation coverage (for himself and his spouse) under the Company’s group health plan(s) pursuant to COBRASurviving Provisions above, the Company shall reimburse Executive for his payment of premiums for such coverage for a period of twenty-four (24) months following the Separation Date or until Executive is no longer entitled to COBRA continuation coverage under Digimarc’s group health plan(s), whichever period is shorter; provided, however, that Executive acknowledges and agrees that the election payments and benefits set forth in this Section 2 fulfill any and all of COBRA continuation coverage the Company’s obligations due to Executive under any agreement or bonus, incentive compensation, severance or separation plan or allowance or any other compensation or benefit plan or arrangement maintained by the Company, Scientific Games Corporation (“SGC”) or any of their affiliates (including the Employment Agreement), and the payment Executive specifically acknowledges and agrees that Executive is entitled to no other compensation or benefits (of any premiums due with respect to such COBRA continuation coverage shall remain kind or nature whatsoever) from the Company or any of its subsidiaries. In full consideration of Executive’s sole responsibilitypromises, covenants and agreements set forth in this Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged, and subject to this Agreement becoming irrevocable in accordance with Section 15, the Company shall assume no obligation provide the following payments and benefits to Executive (subject to applicable withholdings and deductions): (a) any accrued but unpaid base salary of Executive for payment of any such premiums relating services rendered, and unpaid vacation accrued pursuant to such COBRA continuation coverageCompany policy, unless otherwise required under applicable law; c) to the extent that Executive has secured COBRA coverage following the Separation Date but becomes ineligible to participate in COBRA continuation coverage prior to the second anniversary of the Separation Date, payable on January 9, 2015; (b) reimbursement in accordance with the Company shall make a series Company’s policies of monthly payments any unpaid reasonable business expenses and disbursements incurred by Executive prior to Executive from the date of cessation of such coverage through the second anniversary of the Separation Date; (c) no later than March 15, each 2015, payment of a lump sum equal to Executive’s 2014 Incentive Compensation (as defined in the Employment Agreement); (d) severance equal to one million fourteen thousand nine hundred sixty eight U.S. dollars ($1,014,968) payable over twelve months, less required or authorized deductions and withholdings (the “Severance Payment”), which shall be paid in the gross amount of the last monthly COBRA premium reimbursed by bi-weekly installments and on the Company’s regular pay days and in accordance with the Company’s regular payroll practices, less applicable taxes and withholdingscommencing on January 9, without any requirement that Executive secure other insurance coverage2015; d(e) provided that Executiveif Employee elects to continue COBRA coverage under the Company’s medical plan in accordance with COBRA, no later than 29 U.S.C. § 1161 et seq., from January 31 immediately following the end of the calendar year in which Executive pays the applicable premium1, requests reimbursement and provides Digimarc with evidence reasonably satisfactory 2015 to Digimarc of the amount of the premium and the fact of his payment of the sameDecember 31, 2015, the Company shall reimburse Executive for will pay on Executive’s premiums for such coverage during such period. Coverage provided during this period will count toward the maximum months of coverage provided under COBRA. Employee will receive information on Employee’s opportunity to elect COBRA coverage under his existing term life insurance policy (with a death benefit of $3,000,000) or, if such coverage is unavailable, for other coverage obtained by Executive with equivalent premiums, through August 10, 2023, it being understood that any tax withholding obligations that may arise out of such reimbursement shall be deducted from Executive’s severance payments payable under this Agreementseparate cover; and e(f) notwithstanding his resignation additional vesting of employmentyour outstanding equity awards as described in Attachment A hereto. In addition, 136,668 of the Options, 30,000 of the RSUs, and 82,446 of the PRSUs shall vest and become exercisable on the Effective Date of the Supplemental Release; for the avoidance of doubt, the Company shall assume all other unvested Optionsresponsibility for, unvested RSUs, unvested PRSUs and any other unvested awards the Executive shall be forfeited in connection have no liability with Executive’s resignation; for the avoidance of doubtrespect to, Executive’s vested Optionscondominium in Chicago, vested RSUs and vested PRSUs are unaffected by this Agreement, except Illinois as set forth in Section 3(f) below; and f) Executive’s right to exercise vested stock options will expire on the earliest of (i) August 10, 2023, (ii) the latest date the particular option could have expired by its original terms under any circumstances, and (iii) the tenth anniversary of the original date of grant of the particular option. Executive acknowledges that all payments to him pursuant to this Agreement shall be subject to all applicable taxes and withholdings and reported on a Form W-2. With respect to required tax withholding for RSUs, PRSUs and options, the Company may withhold appropriate amounts from Executive’s severance payments under this Agreement, require Executive to pay to the Company such amounts, or withhold a number of shares with a value equal to the tax withholding amount, which value will (a) for purposes of RSUs and PRSUs be based on the closing price of the Company’s shares on the Effective Date of the Supplemental Release, and (b) for purposes of options, be based on the Fair Market Value (as defined in the Company’s 2018 Incentive Plan) of a share on the exercise date. For the avoidance of doubt, and without limiting any other remedy that may be available to the Company, Executive acknowledges that if he breaches any of his obligations set forth in Sections 1, 9, 10, 11, 12 or 13 of this Agreement, the Company’s obligation to provide the payments and benefits set forth above shall cease immediately and Executive shall not be entitled to receive any payments or benefits not already paid to himSeparation Date.

Consideration to Executive. Provided Except for any payments or benefits Executive has accrued or vested in pursuant to Executive’s participation in the Company’s 401(k) plan and Elective Deferred Compensation Plan, which shall be subject to the terms and conditions set forth in such plans, Executive acknowledges and agrees that the payments and benefits set forth in this Section 2 fulfill any and all of the Company’s obligations due to Executive under any agreement or bonus, incentive compensation, severance or separation plan or allowance or any other compensation or benefit plan or arrangement maintained by the Company or any of its subsidiaries (including the Employment Agreement and the Program), and Executive specifically acknowledges and agrees that Executive accepts is entitled to no other compensation or benefits (of any kind or nature whatsoever) from the Company or any of its subsidiaries. In full consideration of Executive’s promises, covenants and executes agreements set forth in this Agreement, complies with its termsand for other good and valuable consideration, receipt of which is hereby acknowledged, and executes and does not revoke the Supplemental Release attached hereto as Exhibit A (the “Supplemental Release”) within the time periods specified thereinsubject to this Agreement becoming irrevocable in accordance with Section 15, the Company will shall provide Executive with the following payments and benefits:benefits to Executive (subject to applicable withholdings): (a) a series any accrued but unpaid base salary of severance payments in Executive for services rendered prior to the total gross amount of One Million Eight- Hundred Thirty-One Thousand Six-Hundred Sixty-Seven Dollars ($1,831,667.00), less required withholdings and deductionsSeparation Date, payable in equal installments over the course within 30 days of the period beginning on the Separation Date (and concluding on August 10, 2023, on subject to applicable withholdings); (b) reimbursement in accordance with the Company’s regular payroll dates following policies of any unpaid reasonable business expenses and disbursements incurred by Executive prior to the Separation Date; provided, however, that Executive must submit vouchers for any such expenses in accordance with the first such payment shall be made on the first administratively practicable payroll date following the Effective Date of the Supplemental Release and shall include all amounts payable during the period Company’s standard procedures within fourteen (14) days after the Separation Date and through the date of such first paymentDate; b(c) no later than March 15, 2014, in lieu of any Incentive Compensation (as defined in the Employment Agreement) for 2013, payment of a lump sum amount equal to the Incentive Compensation (if any) for 2013 payable to Executive in accordance with Section 3(b) of the Employment Agreement (subject to applicable withholdings); (d) no later than March 11, 2015, in full satisfaction of Executive’s entitlements under the Asia-Pacific Business Incentive Compensation Program (the “Program”), payment of a lump sum amount equal to the product of (i) 36.7%, (ii) the Final Incentive Compensation Pool (as defined in the Program) (if any), and (iii) a fraction, the numerator of which is 1,096, and the denominator of which is 1,461 (subject to applicable withholdings); (e) subject to Section 7.6 of the Employment Agreement, and except to the extent otherwise provided that at the time of grant under the terms of any equity award made to Executive, full vesting of all unvested restricted stock units (“RSUs”) held by Executive timely as of the Separation Date, and, in all other respects, all such RSUs shall be governed by the plans and properly programs and the agreements and other documents pursuant to which such awards were granted; and (f) if Executive elects continuation to continue COBRA coverage (for himself and his spouse) under the Company’s group health plan(s) pursuant to plan in accordance with COBRA, the Company shall reimburse Executive for his payment of monthly premiums for such coverage for a period of twenty-four eighteen (2418) months following the Separation Date or until Executive is no longer entitled to COBRA continuation (based on Executive’s current coverage under Digimarc’s group health plan(selections), whichever period is shorter; provided, however, that Executive acknowledges and agrees that the election of COBRA continuation coverage and the payment of any premiums due with respect such amount to such COBRA continuation coverage shall remain Executive’s sole responsibility, and be paid by the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, unless otherwise required under applicable law; c) directly to the extent that provider during such period (thereafter, Executive has secured will be responsible for paying the entire COBRA coverage premium). As soon as reasonably practicable following the Separation Date but becomes ineligible to participate in COBRA continuation coverage prior to the second anniversary of the Separation Date, the Company shall make a series of monthly payments to Executive from the date of cessation of such coverage through the second anniversary of the Separation Date, each of which shall be in the gross amount of the last monthly COBRA premium reimbursed by the Company, less applicable taxes and withholdings, without any requirement that Executive secure other insurance coverage; d) provided that Executive, no later than January 31 immediately following the end of the calendar year in which Executive pays the applicable premium, requests reimbursement and provides Digimarc with evidence reasonably satisfactory to Digimarc of the amount of the premium and the fact of his payment of the same, the Company shall reimburse Executive for premiums for coverage under his existing term life insurance policy (with a death benefit of $3,000,000) or, if such coverage is unavailable, for other coverage obtained by will provide Executive with equivalent premiums, through August 10, 2023, it being understood that any tax withholding obligations that may arise out timely and adequate notice of such reimbursement shall be deducted from Executive’s severance payments payable under this Agreement; and e) notwithstanding his resignation of employment, 136,668 of the Options, 30,000 of the RSUs, and 82,446 of the PRSUs shall vest and become exercisable on the Effective Date of the Supplemental Release; for the avoidance of doubt, all other unvested Options, unvested RSUs, unvested PRSUs and any other unvested awards shall be forfeited in connection with Executive’s resignation; for the avoidance of doubt, Executive’s vested Options, vested RSUs and vested PRSUs are unaffected by this Agreement, except as set forth in Section 3(f) below; and f) Executive’s right to exercise vested stock options will expire on the earliest of (i) August 10, 2023, (ii) the latest date the particular option could have expired by its original terms continue group insurance benefits under any circumstances, and (iii) the tenth anniversary of the original date of grant of the particular option. Executive acknowledges that all payments to him pursuant to this Agreement shall be subject to all applicable taxes and withholdings and reported on a Form W-2. With respect to required tax withholding for RSUs, PRSUs and options, the Company may withhold appropriate amounts from Executive’s severance payments under this Agreement, require Executive to pay to the Company such amounts, or withhold a number of shares with a value equal to the tax withholding amount, which value will (a) for purposes of RSUs and PRSUs be based on the closing price of the Company’s shares on the Effective Date of the Supplemental Release, and (b) for purposes of options, be based on the Fair Market Value (as defined in the Company’s 2018 Incentive Plan) of a share on the exercise dateCOBRA. For the avoidance of doubt, and without limiting any other remedy that may be available in the event of Executive’s death prior to the Companytime when all payments under this Section 2 have been made, Executive acknowledges that if he breaches any of his obligations set forth in Sections 1, 9, 10, 11, 12 or 13 of this Agreement, the CompanyExecutive’s obligation to provide the estate shall receive such payments and benefits set forth above shall cease immediately and Executive shall not be entitled to receive any payments or benefits not already paid to himExecutive in accordance with this Section 2.

Consideration to Executive. Provided Except for any payments or benefits Executive has accrued or vested in pursuant to Executive’s participation in the Company’s 401(k) Plan or the Employee Stock Purchase Plan, which shall be subject to the terms and conditions set forth in such plans, Executive acknowledges and agrees that the payments described in this Section 2 fulfill any and all of the Company’s obligations due to Executive under any agreement or bonus, incentive compensation, severance or separation plan or allowance or any other compensation or benefit plan or arrangement maintained by the Company or any of its subsidiaries (including the Employment Agreement), and Executive specifically acknowledges and agrees that Executive accepts is entitled to no other compensation or benefits from the Company or any of its subsidiaries of any kind or nature whatsoever, except to the extent expressly provided in this Agreement. In consideration of the covenants undertaken herein by Executive, and executes for other good and valuable consideration, receipt of which is hereby acknowledged, and in full and complete consideration for Executive’s promises, covenants and agreements set forth in this Agreement, complies with its terms, and executes and does not revoke the Supplemental Release attached hereto as Exhibit A (the “Supplemental Release”) within the time periods specified therein, the Company will shall provide Executive with the following payments and benefitsto Executive: (a) a series any accrued but unpaid base salary of severance payments in Executive for services rendered to the total gross amount of One Million Eight- Hundred Thirty-One Thousand Six-Hundred Sixty-Seven Dollars ($1,831,667.00), less required withholdings and deductionsSeparation Date, payable in equal installments over the course of the period beginning on the Separation Date and concluding on August 10, 2023, on accordance with the Company’s regular payroll dates following policies (and subject to applicable withholdings); (b) US$138,196 representing accrued and unpaid vacation as of the Separation Date, payable within 30 days of the Separation Date (and subject to applicable withholdings); (c) reimbursement in accordance with the Company’s policies of any unpaid reasonable business expenses and disbursements incurred by Executive prior to the Separation Date; provided, however, that Executive must submit vouchers for any such expenses in accordance with the first such payment shall be made Company’s standard procedures on or prior to the first administratively practicable payroll date following Separation Date; (d) US$445,000, representing a Transition Bonus in lieu of any MICP Bonus for 2011 the Effective Date Executive would otherwise have been eligible for, payable within 30 days of the Supplemental Release and shall include all amounts payable during the period after the Separation Date (and through subject to applicable withholdings); (e) US$619,500 representing a special separation payment, payable within 30 days of the date Separation Date; (f) except for the performance-conditioned restricted stock units awarded to Executive in March 2011 (the vesting of which shall be conditioned on the Compensation Committee’s determination in 2012 that the applicable performance condition has been satisfied, or otherwise such award shall be cancelled) or to the extent otherwise provided at the time of grant under the terms of any equity award made to Executive, all unvested stock options, restricted stock units, restricted stock and other equity-based awards held by Executive immediately prior to the Separation Date will become fully vested and non-forfeitable as of the Separation Date, and, in all other respects, all such options and other awards shall be governed by the plans and programs and the agreements and other documents pursuant to which the awards were granted (it being understood that such options shall be exercisable for 90 days following the Separation Date or until their earlier expiration in accordance with their terms); (a) For the avoidance of doubt, in the event the Shareholders of the Company approve the options exchange contained in the Proxy and the Board thereafter adopts such a program prior to February 1, 2012, Executive shall participate in such program on the same terms as like-situated executives except that those restricted stock units that Executive obtains as part of such first payment;exchange will vest pursuant to this Agreement but may not be sold until one (1) year after the exchange takes place; and b(g) provided that if Executive timely and properly elects continuation to continue COBRA coverage (for himself and his spouse) under the Company’s group health plan(s) pursuant to plan in accordance with COBRA, the Company shall reimburse Executive for his payment of monthly premiums for such coverage for a period of twenty-four twelve (2412) months following the Separation Date or until Executive is no longer entitled to COBRA continuation (based on Executive’s current coverage under Digimarc’s group health plan(selections), whichever period is shorter; provided, however, that Executive acknowledges and agrees that the election of COBRA continuation coverage and the payment of any premiums due with respect such amount to such COBRA continuation coverage shall remain Executive’s sole responsibility, and be paid by the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, unless otherwise required under applicable law; c) directly to the extent that provider during such period (thereafter, Executive has secured will be responsible for paying the entire COBRA coverage following the Separation Date but becomes ineligible to participate in COBRA continuation coverage prior to the second anniversary of the Separation Date, the Company shall make a series of monthly payments to Executive from the date of cessation of such coverage through the second anniversary of the Separation Date, each of which shall be in the gross amount of the last monthly COBRA premium reimbursed by the Company, less applicable taxes and withholdings, without any requirement that Executive secure other insurance coverage; d) provided that Executive, no later than January 31 immediately following the end of the calendar year in which Executive pays the applicable premium, requests reimbursement and provides Digimarc with evidence reasonably satisfactory to Digimarc of the amount of the premium and the fact of his payment of the same, the Company shall reimburse Executive for premiums for coverage under his existing term life insurance policy (with a death benefit of $3,000,000) or, if such coverage is unavailable, for other coverage obtained by Executive with equivalent premiums, through August 10, 2023, it being understood that any tax withholding obligations that may arise out of such reimbursement shall be deducted from Executive’s severance payments payable under this Agreement; and e) notwithstanding his resignation of employment, 136,668 of the Options, 30,000 of the RSUs, and 82,446 of the PRSUs shall vest and become exercisable on the Effective Date of the Supplemental Release; for the avoidance of doubt, all other unvested Options, unvested RSUs, unvested PRSUs and any other unvested awards shall be forfeited in connection with Executive’s resignation; for the avoidance of doubt, Executive’s vested Options, vested RSUs and vested PRSUs are unaffected by this Agreement, except as set forth in Section 3(f) below; and f) Executive’s right to exercise vested stock options will expire on the earliest of (i) August 10, 2023, (ii) the latest date the particular option could have expired by its original terms under any circumstances, and (iii) the tenth anniversary of the original date of grant of the particular option. Executive acknowledges that all payments to him pursuant to this Agreement shall be subject to all applicable taxes and withholdings and reported on a Form W-2. With respect to required tax withholding for RSUs, PRSUs and options, the Company may withhold appropriate amounts from Executive’s severance payments under this Agreement, require Executive to pay to the Company such amounts, or withhold a number of shares with a value equal to the tax withholding amount, which value will (a) for purposes of RSUs and PRSUs be based on the closing price of the Company’s shares on the Effective Date of the Supplemental Release, and (b) for purposes of options, be based on the Fair Market Value (as defined in the Company’s 2018 Incentive Plan) of a share on the exercise date). For the avoidance of doubt, and without limiting any other remedy that may be available in the event of Executive’s death prior to the Companytime when all payments under this Section 2 have been made, Executive acknowledges that if he breaches any of his obligations set forth in Sections 1, 9, 10, 11, 12 or 13 of this Agreement, the CompanyExecutive’s obligation to provide the estate shall receive such payments and benefits set forth above shall cease immediately and Executive shall not be entitled to receive any payments or benefits not already paid to himExecutive in accordance with this Section 2. The Company makes no representations or warranties regarding the tax implications of the compensation and benefits to be paid to Executive under this Agreement, including, without limitation, under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance and regulations. Section 409A of the Code governs plans and arrangements that provide “nonqualified deferred compensation” (as defined under the Code) which may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements. To the extent any payments of money or other benefits due to Executive under this Agreement could cause the application of an acceleration or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payments or other benefits shall be restructured, to the extent possible, in a manner determined by the Company that does not cause such acceleration or additional tax. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute deferred compensation under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code.

Consideration to Executive. Provided a. The Company shall pay Executive’s accrued Annual Salary that Executive accepts is payable through and executes this Agreement, complies with its terms, and executes and does not revoke the Supplemental Release attached hereto as Exhibit A (the “Supplemental Release”) within the time periods specified therein, the Company will provide Executive with the following payments and benefits: a) a series of severance payments in the total gross amount of One Million Eight- Hundred Thirty-One Thousand Six-Hundred Sixty-Seven Dollars ($1,831,667.00), less required withholdings and deductions, payable in equal installments over the course of the period beginning on including the Separation Date and concluding on August 10, 2023, in accordance with the Company’s normal payroll practices on the Company’s regular next succeeding payroll dates payment date following the Separation Date; provided. b. The Company shall arrange through ADP, howeverthe Company’s payroll agent, that the first such payment shall be made on the first administratively practicable payroll date following for delivery to Executive, within one (1) business day after the Effective Date Date, of a check in the Supplemental Release amount of $250,000 (Two Hundred and shall include all amounts Fifty Thousand Dollars and No Cents), less applicable withholding taxes, made payable during to the Executive (the “Separation Payment”). c. For the period from the Separation Date until the earlier of August 9, 2010 (the date that is 18 months after the Separation Date Date) and through the date of such first payment; b) provided that on which the Executive timely and properly elects continuation is eligible to receive similar coverage (for himself and his spouse) under the Companyanother employer’s group health plan(s) pursuant insurance plan, Executive shall be eligible to continue coverage for Executive and his dependents under the existing group health insurance plan maintained by the Company for the benefit of its officers and employees provided Executive timely provides the requisite election notice required under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). During the period that Executive elects to continue such coverage, Executive shall pay the monthly premiums for such coverage and the Company shall reimburse such premium payments within five (5) business days after Executive for his presents evidence of payment of premiums for such coverage for a period of twenty-four (24) months following to the Separation Date or until Company. Executive is no longer entitled shall promptly notify the Company when Executive becomes eligible to COBRA continuation receive similar coverage under Digimarcanother employer’s group health plan(sinsurance plan. d. The Company agrees to reimburse Executive for the actual reasonable out of pocket business expenses incurred by the Executive in connection with the performance of his duties as Co-Chief Executive Officer of the Company prior to the date of this Agreement, subject to delivery by the Executive to the Company of receipts and other appropriate supporting documentation reasonably requested by the Company. e. Executive agrees that he will not retain any data or files that constitute Confidential Information (as hereinafter defined), whichever period is shorter; provided, however, that . f. The Executive acknowledges understands and agrees that the election of COBRA continuation coverage payments payable to Executive under Sections 3(a), 3(b) and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Executive’s sole responsibility, and 3(c) will be treated by the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, unless otherwise required under applicable law; c) to the extent that Executive has secured COBRA coverage following the Separation Date but becomes ineligible to participate in COBRA continuation coverage prior to the second anniversary of the Separation Date, the Company shall make a series of monthly payments to Executive from the date of cessation of such coverage through the second anniversary of the Separation Date, each of which shall be in the gross amount of the last monthly COBRA premium reimbursed by the Company, less applicable taxes and withholdings, without any requirement that Executive secure other insurance coverage; d) provided that Executive, no later than January 31 immediately following the end of the calendar year in which Executive pays the applicable premium, requests reimbursement and provides Digimarc with evidence reasonably satisfactory to Digimarc of the amount of the premium and the fact of his payment of the same, the Company shall reimburse Executive for premiums for coverage under his existing term life insurance policy (with a death benefit of $3,000,000) or, if such coverage is unavailable, for other coverage obtained by Executive with equivalent premiums, through August 10, 2023, it being understood that any tax withholding obligations that may arise out of such reimbursement shall be deducted from Executive’s severance payments payable under this Agreement; and e) notwithstanding his resignation of employment, 136,668 of the Options, 30,000 of the RSUs, and 82,446 of the PRSUs shall vest and become exercisable on the Effective Date of the Supplemental Release; for the avoidance of doubt, all other unvested Options, unvested RSUs, unvested PRSUs and any other unvested awards shall be forfeited in connection with Executive’s resignation; for the avoidance of doubt, Executive’s vested Options, vested RSUs and vested PRSUs are unaffected by this Agreement, except as set forth in Section 3(f) below; and f) Executive’s right to exercise vested stock options will expire on the earliest of (i) August 10, 2023, (ii) the latest date the particular option could have expired by its original terms under any circumstances, and (iii) the tenth anniversary of the original date of grant of the particular option. Executive acknowledges that all payments to him pursuant to this Agreement shall be subject to all applicable taxes and withholdings and reported on a Form W-2. With respect to required tax withholding for RSUs, PRSUs and options, the Company may withhold appropriate amounts from Executive’s severance payments under this Agreement, require Executive to pay to the Company such amounts, or withhold a number of shares with a value equal to the tax withholding amount, which value will (a) for purposes of RSUs and PRSUs be based on the closing price of the Company’s shares on the Effective Date of the Supplemental Release, and (b) for purposes of options, be based on the Fair Market Value (as defined in the Company’s 2018 Incentive Plan) of a share on the exercise date. For the avoidance of doubt, and without limiting any other remedy that may be available to the Company, Executive acknowledges that if he breaches any of his obligations set forth in Sections 1, 9, 10, 11, 12 or 13 of this Agreement, the Company’s obligation to provide the payments and benefits set forth above shall cease immediately and Executive shall not be entitled to receive any payments or benefits not already paid to himcompensation expense.

Consideration to Executive. Provided that Executive accepts and executes this Agreement, complies with its terms, Agreement and executes and does not revoke the Supplemental Release attached hereto as Exhibit A B (the “Supplemental Release”) within the time periods specified therein, the Company will provide Executive with the following payments and benefits: a) a series of severance transition payments in the total gross amount of One Million Eight- Hundred Thirty-One Thousand SixEight-Hundred Sixty-Seven Fifty Thousand Dollars ($1,831,667.001,850,000.00), less required withholdings and deductions, payable in equal installments on the Company’s regular payroll dates following the Transition Date over the course of the period beginning on the Separation Transition Date and concluding on August 10, 2023, on the Company’s regular payroll dates following the Separation End Date; provided, however, that the first such payment shall be made on the first administratively practicable payroll date following the Effective Date of the Supplemental Release and shall include all amounts payable during the period after the Separation Transition Date and through the date of such first payment; b) provided that Executive timely and properly elects continuation coverage (for himself and his spouse) under the Company’s group health plan(s) pursuant to COBRA, the Company shall reimburse Executive for his payment of premiums for such coverage for a period of twenty-four eighteen (2418) months following the Separation Date October 31, 2022, or until Executive is no longer entitled to COBRA continuation coverage under DigimarcRxxxxxx’s group health plan(s), whichever period is shorter; provided, however, that Executive acknowledges and agrees that the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Executive’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, unless otherwise required under applicable law; c) a bonus with respect to Executive’s service in 2022 in the gross amount of Six-Hundred Seventy-Five Thousand Dollars ($675,000.00), less required withholdings and deductions, it being understood that such amount reflects a pro-rated amount of Executive’s target bonus opportunity for 2022, which bonus shall be paid to Executive by no later than the End Date; and d) in lieu of any obligation to deliver restricted stock units to Executive pursuant to Sections 3(e) and 3(f) of the Employment Agreement and any obligation to deliver restricted shares to Executive pursuant to Section 3(c) of the Employment Agreement, the Company shall grant to Executive a number of restricted stock units that settle in Class A stock in Rubicon (the “RSUs”) as soon as practicable following the Company’s filing an effective registration statement on Form S-8 for the 2022 Equity Incentive Plan, which RSUs shall be granted pursuant to an award agreement in substantially the form attached hereto as Exhibit C and subject to the extent terms and conditions of the 2022 Equity Incentive Plan, and with the number of such RSUs to be determined by adding (x) 3,561,469, (y) 2,973,170 and (z) the quotient of (A) 5,000,000 divided by (B) the volume-weighted average price of the Company’s shares during the period from August 16, 2022, through the date immediately preceding the grant date. The Company shall use all commercially reasonable efforts to cause an effective registration statement on Form S-8 for the 2022 Equity Incentive Plan to be filed before October 31, 2022. In the event that the Company has not filed an effective registration statement on Form S-8 for the 2022 Equity Incentive Plan prior to October 31, 2022, then the Company shall, in lieu of its obligations to grant the RSUs pursuant to Section 3(d) above, pay to Executive has secured COBRA coverage following a series of cash payments (the Separation Date but becomes ineligible “Backstop Payments”) equal in the aggregate gross amount to participate the sum of (x) $5,000,000, plus (y) the product of (i) 6,534,639, multiplied by (ii) the volume-weighted average price of the Company’s shares during the period from August 16, 2022 through October 31, 2022. If payable, the Backstop Payments shall be made in COBRA continuation coverage a series of five (5) equal monthly installments payable on or before the fifteenth (15th) day of each month over a period of five (5) months, with the first payment payable by November 15, 2022, and the last payment payable by March 14, 2023. As more fully described in Exhibit C, in the event that Executive’s service on the Board ends prior to the second anniversary End Date as a result of Executive’s death or Disability (as defined in the Employment Agreement), then Executive will be deemed to have vested in the RSUs as of the Separation time of his death or Disability. Notwithstanding the foregoing, in the event that the Board removes Executive as Chairman prior to the End Date, the Company shall make a series not be obliged to grant the RSUs pursuant to Section 3(d) above, any such grant of monthly payments to Executive from the date of cessation of such coverage through the second anniversary of the Separation Date, each of which RSUs already made shall be cancelled, and in the gross amount of the last monthly COBRA premium reimbursed by the Company, less applicable taxes and withholdings, without any requirement that Executive secure other insurance coverage; d) provided that Executive, no later than January 31 immediately following the end of the calendar year in which Executive pays the applicable premium, requests reimbursement and provides Digimarc with evidence reasonably satisfactory to Digimarc of the amount of the premium and the fact of his payment of the samelieu thereof, the Company shall reimburse pay to Executive for premiums for coverage under his existing term life insurance policy within ten (with 10) days following such removal, a death benefit lump sum calculated as (A) $5,000,000, plus the product of $3,000,000(B) or, if such coverage is unavailable, for other coverage obtained 6,534,639 multiplied by Executive with equivalent premiums, through August 10, 2023, it being understood that any tax withholding obligations that may arise out (C) the greater of such reimbursement shall be deducted from Executive’s severance payments payable under this Agreement; and e) notwithstanding his resignation of employment, 136,668 of the Options, 30,000 of the RSUs, and 82,446 of the PRSUs shall vest and become exercisable on the Effective Date of the Supplemental Release; for the avoidance of doubt, all other unvested Options, unvested RSUs, unvested PRSUs and any other unvested awards shall be forfeited in connection with Executive’s resignation; for the avoidance of doubt, Executive’s vested Options, vested RSUs and vested PRSUs are unaffected by this Agreement, except as set forth in Section 3(f) below; and f) Executive’s right to exercise vested stock options will expire on the earliest of (i) the volume-weighted average price of the Company’s shares during the period from August 1016, 20232022, through the date on which the Board removes Executive as Chairman and (ii) the latest date the particular option could have expired by its original terms under any circumstances, and (iii) the tenth anniversary volume-weighted average price of the original Company’s shares on the trading date of grant of immediately prior to the particular optionExecutive’s removal as Chairman. Executive acknowledges that all payments to him pursuant to this Agreement shall be subject to all applicable taxes and withholdings and reported on a Form W-2. With respect to required tax withholding for RSUs, PRSUs and options, the Company may withhold appropriate amounts from Executive’s severance payments under this Agreement, require Executive to pay to the Company such amounts, or withhold a number of shares with a value equal to the tax withholding amount, which value will (a) for purposes of RSUs and PRSUs be based on the closing price of the Company’s shares on the Effective Date of the Supplemental Release, and (b) for purposes of options, be based on the Fair Market Value (as defined in the Company’s 2018 Incentive Plan) of a share on the exercise date. For the avoidance of doubt, and without limiting any other remedy that may be available to the Company, Executive acknowledges that if he breaches any of his obligations set forth in Sections 1, 9, 10, 11, 12 or 13 of this Agreement, the Company’s obligation to provide the payments and benefits set forth above shall cease immediately and Executive shall not be entitled to receive any payments or benefits not already paid to him.

Consideration to Executive. Provided that Executive accepts and executes this Agreement, complies with its terms, and executes and does not revoke the Supplemental Release attached hereto as Exhibit A a. Within one (the “Supplemental Release”1) within the time periods specified therein, the Company will provide Executive with the following payments and benefits: a) a series of severance payments in the total gross amount of One Million Eight- Hundred Thirty-One Thousand Six-Hundred Sixty-Seven Dollars ($1,831,667.00), less required withholdings and deductions, payable in equal installments over the course of the period beginning on the Separation Date and concluding on August 10, 2023, on the Company’s regular payroll dates following the Separation Date; provided, however, that the first such payment shall be made on the first administratively practicable payroll date following the Effective Date of the Supplemental Release and shall include all amounts payable during the period business day after the Separation Date and through the date of such first payment; b) provided that Executive timely and properly elects continuation coverage (for himself and his spouse) under the Company’s group health plan(s) pursuant to COBRA, the Company shall reimburse Executive for his payment of premiums for such coverage for a period of twenty-four (24) months following the Separation Date or until Executive is no longer entitled to COBRA continuation coverage under Digimarc’s group health plan(s), whichever period is shorter; provided, however, that Executive acknowledges and agrees that the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Executive’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, unless otherwise required under applicable law; c) to the extent that Executive has secured COBRA coverage following the Separation Date but becomes ineligible to participate in COBRA continuation coverage prior to the second anniversary of the Separation Date, the Company shall make deliver to the law firm of Xxxxxxxx, Xxxx & Brandeis, LLP, as escrow agent (“Escrow Agent”), a series check in the amount of monthly payments $725,000 (Seven Hundred Twenty Five Thousand Dollars and No Cents), less applicable withholding taxes, made payable to the Executive. Escrow Agent shall hold such check in escrow until the Effective Date. Within one (1) business day after the Effective Date, the Escrow Agent shall deliver such check to the Executive so long as Executive has not revoked this Separation Agreement pursuant to Section 4(d). In the event Executive does revoke this Separation Agreement pursuant to Section 4(d), the Escrow Agent will promptly deliver such check back to the Company. b. The Company shall pay to Executive from the date of cessation of such coverage through the second anniversary of on the Separation Date, each of which in cash, Executive’s accrued Annual Salary through the Separation Date, in accordance with the Employment Agreement. c. Executive shall be in have the gross amount of the last monthly right to elect to continue his current health insurance coverage under COBRA premium reimbursed by the Company, less applicable taxes and withholdings, without any requirement that Executive secure other insurance coverage; d) provided that Executive, no later than January 31 immediately for up to 18 months following the end of the calendar year in which Executive pays the applicable premium, requests reimbursement and provides Digimarc with evidence reasonably satisfactory to Digimarc of the amount of the premium and the fact of his payment of the same, the Separation Date. The Company shall reimburse Executive for premiums for the cost of continuing such coverage under until up to September 30, 2007. Within 30 days after the Separation Date, Executive shall notify the Company in writing of his existing term life insurance policy (with a death benefit of $3,000,000) orelection to continue such coverage and, if he makes such coverage is unavailableelection, for other coverage obtained by will further promptly notify the Company of his decision to terminate such continuing coverage. d. The Company agrees to reimburse Executive with equivalent premiums, through August 10, 2023, it being understood that any tax withholding obligations that may arise out of such reimbursement shall be deducted from Executive’s severance payments payable under this Agreement; and e) notwithstanding his resignation of employment, 136,668 of the Options, 30,000 of the RSUs, and 82,446 of the PRSUs shall vest and become exercisable on the Effective Date of the Supplemental Release; for the avoidance of doubtbusiness expenses incurred through the Separation Date, all other unvested Options, unvested RSUs, unvested PRSUs and any other unvested awards shall be forfeited in connection with Executive’s resignation; for the avoidance of doubt, Executive’s vested Options, vested RSUs and vested PRSUs are unaffected by this Agreement, except as set forth on Schedule A hereto, in Section 3(f) below; andaccordance with the Employment Agreement. f) Executive’s right e. The Company agrees that the forfeiture restrictions, if any, that apply to exercise vested any of shares of Opteum Inc. common stock options will expire on the earliest of (i) August 10, 2023, (ii) the latest date the particular option could have expired held by its original terms under any circumstances, and (iii) the tenth anniversary Executive shall lapse as of the original date Separation Date. f. Executive agrees to provide consulting services to the Company one (1) day/week through September 30, 2007 (except that, for the weeks of grant July 16, 2007 and July 23, 2007, he shall provide such services for two (2) days/week). The Company shall pay Executive a fee of $3,000 per day for any additional days of consulting services requested by the particular option. Company. g. The Executive acknowledges understands and agrees that all payments and other benefits payable to him pursuant to this Agreement shall the Executive hereunder will be subject to all applicable taxes and withholdings and reported on a Form W-2. With respect to required tax withholding for RSUs, PRSUs and options, treated by the Company may withhold appropriate amounts from Executive’s severance payments under this Agreement, require Executive to pay to the Company such amounts, or withhold a number of shares with a value equal to the tax withholding amount, which value will (a) for purposes of RSUs and PRSUs be based on the closing price of the Company’s shares on the Effective Date of the Supplemental Release, and (b) for purposes of options, be based on the Fair Market Value (as defined in the Company’s 2018 Incentive Plan) of a share on the exercise date. For the avoidance of doubt, and without limiting any other remedy that may be available to the Company, Executive acknowledges that if he breaches any of his obligations set forth in Sections 1, 9, 10, 11, 12 or 13 of this Agreement, the Company’s obligation to provide the payments and benefits set forth above shall cease immediately and Executive shall not be entitled to receive any payments or benefits not already paid to himcompensation expense.

Consideration to Executive. Provided a. The Executive acknowledges that Executive accepts and executes this Agreement, complies with its terms(i) Sharpridge has paid the Executive’s accrued annual salary that is payable, and executes accrued and does unpaid vacation through and including the Separation Date in accordance with Sharpridge’s normal payroll practices, and (ii) he is not revoke owed any compensation, accrued unpaid vacation, or any other compensation or benefits from CYS or the Supplemental Release attached hereto as Exhibit A Manager, or their respective subsidiaries or affiliates. After the Effective Date, the Sharpridge shall continue to pay the Executive his monthly base salary through February 28, 2010 (the period from the Separation Date to February 28, 2010 being the “Separation Period”), payable in accordance with the Sharpridge’s monthly payroll practice, and subject to all applicable Federal and State withholdings (the “Supplemental ReleaseSeparation Payments”) within the time periods specified therein, the Company will provide Executive with the following payments and benefits: a) a series of severance payments in the total gross amount of One Million Eight- Hundred Thirty-One Thousand Six-Hundred Sixty-Seven Dollars ($1,831,667.00), less required withholdings and deductions, payable in equal installments over the course of the period beginning on the . The first Separation Date and concluding on August 10, 2023, on the Company’s regular payroll dates following the Separation Date; provided, however, that the first such payment Payment shall be made on or about September 21, 2009, after the first administratively practicable Executive’s right to revoke this Agreement has expired. The five subsequent Separation Payments shall be made on or about the 1st of each month after the date hereof, in accordance with Sharpridge’s payroll date following practice. Accordingly, the Effective Date of the Supplemental Release final Separation Payment shall be due and shall include all amounts payable during on or about February 1, 2010. b. For the period after from the Separation Date until the earlier of February 28, 2010 and through the date of such first payment; b) provided that on which the Executive timely and properly elects continuation is eligible to receive coverage (under another employer’s group health insurance plan, the Executive shall be eligible to continue coverage for himself and his spouse) dependents under the Company’s existing group health plan(s) pursuant insurance plan maintained by Sharpridge for the benefit of its officers and employees, provided that the Executive timely provides the requisite election notice required under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). During the period that the Executive elects to COBRAcontinue such coverage, the Company Executive shall reimburse Executive for his payment of pay the monthly premiums for such coverage for a period of twenty-four and Sharpridge shall reimburse such premium payments within five (245) months following business days after the Separation Date or until Executive is no longer entitled presents to COBRA continuation coverage under Digimarc’s group health plan(s), whichever period is shorter; provided, however, that Executive acknowledges and agrees that the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Executive’s sole responsibility, and the Company shall assume no obligation for payment of any such premiums relating to such COBRA continuation coverage, unless otherwise required under applicable law; c) to the extent that Executive has secured COBRA coverage following the Separation Date but becomes ineligible to participate in COBRA continuation coverage prior to the second anniversary of the Separation Date, the Company shall make a series of monthly payments to Executive from the date of cessation of such coverage through the second anniversary of the Separation Date, each of which shall be in the gross amount of the last monthly COBRA premium reimbursed by the Company, less applicable taxes and withholdings, without any requirement that Executive secure other insurance coverage; d) provided that Executive, no later than January 31 immediately following the end of the calendar year in which Executive pays the applicable premium, requests reimbursement and provides Digimarc with Sharpridge evidence reasonably satisfactory to Digimarc of the amount of the premium and the fact of his payment of the same, premiums. The Executive shall promptly notify Sharpridge in writing when he becomes eligible to receive health coverage under another employer’s group health insurance plan. c. CYS agrees to maintain Director and Officer Insurance Coverage for the Company shall Executive during the Separation Period for his acts and omissions while an officer of CYS on a basis no less favorable to him than coverage provided to current officers of CYS. d. Sharpridge and CYS agree to reimburse Executive for premiums for coverage under his existing term life insurance policy (with a death benefit of $3,000,000) or, if such coverage is unavailable, for other coverage obtained by Executive with equivalent premiums, through August 10, 2023, it being understood that any tax withholding obligations that may arise the actual reasonable out of such reimbursement shall be deducted from Executive’s severance payments payable under this Agreement; and e) notwithstanding his resignation of employment, 136,668 of pocket business expenses incurred by the Options, 30,000 of the RSUs, and 82,446 of the PRSUs shall vest and become exercisable on the Effective Date of the Supplemental Release; for the avoidance of doubt, all other unvested Options, unvested RSUs, unvested PRSUs and any other unvested awards shall be forfeited Executive in connection with Executive’s resignation; for the avoidance performance of doubthis duties as Chief Financial Officer of Sharpridge and Chief Financial Officer and Treasurer of CYS, Executive’s vested Optionsrespectively, vested RSUs and vested PRSUs are unaffected by this Agreement, except as set forth in Section 3(f) below; and f) Executive’s right to exercise vested stock options will expire on the earliest of (i) August 10, 2023, (ii) the latest date the particular option could have expired by its original terms under any circumstances, and (iii) the tenth anniversary of the original date of grant of the particular option. Executive acknowledges that all payments to him pursuant to this Agreement shall be subject to all applicable taxes and withholdings and reported on a Form W-2. With respect to required tax withholding for RSUs, PRSUs and options, the Company may withhold appropriate amounts from Executive’s severance payments under this Agreement, require Executive to pay prior to the Company such amounts, or withhold a number of shares with a value equal to the tax withholding amount, which value will (a) for purposes of RSUs and PRSUs be based on the closing price of the Company’s shares on the Effective Date of the Supplemental Release, and (b) for purposes of options, be based on the Fair Market Value (as defined in the Company’s 2018 Incentive Plan) of a share on the exercise date. For the avoidance of doubt, and without limiting any other remedy that may be available to the Company, Executive acknowledges that if he breaches any of his obligations set forth in Sections 1, 9, 10, 11, 12 or 13 date of this Agreement, subject to delivery by the Company’s obligation Executive to provide Sharpridge or CYS, as the case may be, of receipts and other appropriate supporting documentation on or before August 20, 2009. e. The Executive understands and agrees that the payments payable to Executive under Sections 3(a), 3(b) and benefits set forth above shall cease immediately and Executive shall not 3(c) will be entitled to receive any payments or benefits not already paid to himtreated by Sharpridge as compensation expense.