EXHIBIT 4.4
FORM OF
ACACIA RESEARCH CORPORATION
OPTION AWARD AGREEMENT
THIS AGREEMENT, dated and effective as of December 2, 1998,
between Acacia Research Corporation, a California corporation (the "Company"),
and Xxxxxxx Xxxxxxx (the "Recipient").
W I T N E S S E T H:
WHEREAS, pursuant to a resolution adopted by the Compensation Committee
of the Board of Directors of the Company (the "Board") in November 1998 (the
"Resolution"), the Company has granted to the Recipient, effective as of
December 2, 1998 (the "Award Date"), a nonqualified stock option to purchase all
or any part of 12,000 authorized but unissued or treasury shares of common
stock, no par value per share ("Common Stock"), of the Company upon the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:
GRANT OF OPTION. This Agreement evidences the Company's
grant to the Recipient of the right and option to purchase, on the terms and
conditions set forth herein, all or any part of an aggregate of 12,000 shares
of Common Stock at the price of $4.6875 per share (the "Option"), exercisable
from time to time, subject to the provisions of this Agreement, prior to the
close of business on the day before the thirty-six (36) month anniversary of
the Award Date (the "Expiration Date").
EXERCISABILITY OF OPTION. The Option shall vest in
installments for a number of shares (subject to adjustment pursuant to
Section 5 of this Agreement) as follows:
Date of Vesting Number of Shares (subject
of Option to adjustment) as to
Installment which Option vests
December 2, 1998 1,000
each monthly anniversary
thereafter, on the 1st of each
month for a period of 11 months
until November 2, 1999 1,000
To the extent the Recipient does not in any year purchase
all or any part of the shares to which the Recipient is entitled, the Recipient
has the right cumulatively thereafter to purchase any shares not so purchased
and such right shall continue until the Option terminates or expires. Fractional
share interests shall be disregarded, but may be cumulated. No fewer than 1,000
shares may be purchased at any one time, unless the number purchased is the
total number at the time available for purchase under the Option.
METHOD OF EXERCISE OF OPTION. The Option shall be
exercisable by the delivery to the Company of a written notice stating the
number of shares to be purchased pursuant to the Option and accompanied by
payment of the aggregate purchase price for the shares to be
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purchased, which payment may be made in whole or in part by the delivery of
cash, electronic funds transfer or check;
EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH. The Option
and all other rights hereunder, to the extent not exercised, shall terminate
and become null and void on a date three months following such date as the
Recipient ceases to be employed by the Company (or a subsidiary of the
Company) or dies, to the extent the Option was exercisable at the date of
such termination or death; provided, however, that in no event may the Option
be exercised by anyone under this Section or otherwise after the Expiration
Date.
ADJUSTMENTS. If the outstanding shares of Common Stock are
(i) increased, decreased, exchanged or converted as a result of a stock split
(including a split in the form of a stock dividend), reverse stock split, or the
like, or (ii) exchanged for or converted into cash, property or a different
number or kind of securities as a result of a reorganization, merger,
consolidation, recapitalization, restructuring, or reclassification, then,
subject to the terms of such transaction and the right of the Board to terminate
the Option pursuant to Section 6 of this Agreement, the Board shall make
equitable, appropriate and proportionate adjustments in the number and type of
shares that may be acquired pursuant to the Option, and such other terms as
necessarily are affected by such event.
TERMINATION OF OPTION UNDER CERTAIN EVENTS. The Board
retains the right to terminate the Option to the extent not previously exercised
upon an event or transaction in which the Company does not survive; provided,
that the Company shall have given to the Recipient at least five days notice of
any such termination of the Option, and the Recipient shall have had the right
prior to or simultaneously with the consummation of such event or other
transaction to exercise the Option as to all or any part of the shares of Common
Stock subject to this Agreement.
NON-TRANSFERABILITY OF OPTION. The Option and any other
rights of the Recipient under this Agreement are nontransferable by the
Recipient other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order and the Option is
exercisable only by the Recipient (or such permitted transferee). The
designation of a beneficiary in the case of the Recipient's death consistent
with applicable law and the terms of this Agreement shall not constitute a
transfer.
TAX WITHHOLDING. Upon any exercise of the Option, the
Company shall have the right at its option to require the Recipient (or his or
her heirs, personal representative or beneficiary, as the case may be) to pay or
provide for payment of the amount of any taxes that the Company may be required
to withhold with respect to such transaction. In any case where a tax is
required to be withheld in connection with the delivery of shares of Common
Stock under this Agreement, the Recipient may elect to have the Company reduce
the number of shares to be delivered by (or otherwise reacquire) the appropriate
number of shares valued at their then fair market value, to satisfy such
withholding obligation.
COMPLIANCE WITH LAWS. This Agreement, the vesting of the
Option under this Agreement and the issuance and delivery of shares of Common
Stock and/or the payment of the purchase price under this Agreement are subject
to compliance with all applicable federal and state laws, rules and regulations
(including but not limited to state and federal securities law and federal
margin requirements) and to such approvals by any listing, regulatory or
governmental authority as may, in the opinion of counsel for the Company, be
necessary or advisable in connection therewith. Any securities delivered under
this Agreement shall be subject to such restrictions and the person acquiring
such securities shall, if requested by the Company, provide such assurances and
representations to the Company as the Company may deem necessary or desirable to
assure compliance with all applicable legal requirements.
GOVERNING LAW; SEVERABILITY. This Agreement shall be
governed by, and construed in accordance with the laws of the state of
California. If any provision shall be held by a
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court of competent jurisdiction to be invalid and unenforceable, the
remaining provisions of this Agreement shall continue in effect.
NOTICES. Any notice to be given under the terms of this
Agreement shall be in writing and addressed to the Company at its principal
office located at 00 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, to the
attention of Xxxxxxx Xxxx-Xxx Xxx and to the Recipient at the address given
beneath the Recipient's signature hereto, or at such other address as either
party may hereafter designate in writing to the other.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed on its behalf by a duly authorized officer and the Recipient has
hereunto set his or her hand.
ACACIA RESEARCH CORPORATION
By:
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Title:
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RECIPIENT
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Name:
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(Address)
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(City, State, Zip)
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CONSENT OF SPOUSE
In consideration of the execution of the foregoing
Nonqualified Stock Option Agreement by Acacia Research Corporation and
Xxxxxxx Xxxxxxx ("Recipient"), I, ____________________________, the spouse
of Recipient, do hereby join with my spouse in executing the foregoing
Option Award Agreement and do hereby agree to be bound by all of the terms
and provisions thereof.
DATED: , 1998
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Signature of Spouse
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(Print Name)
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