EQUITY COMPENSATION PROGRAM
FOR NON-EMPLOYEE DIRECTORS
UNDER THE DIGIMARC CORPORATION 2008 INCENTIVE PLAN
The following provisions set forth the terms of the equity compensation program (the “ Program ”) for non-
employee directors of Digimarc Corporation (the “ Company ”) under the Digimarc Corporation 2008 Incentive
Plan (the “ Plan ”). The following terms are intended to supplement, not alter or change, the provisions of the
Plan, and in the event of any inconsistency between the terms contained in this document and in the Plan, the Plan
shall govern. All capitalized terms that are not defined in this document shall be as defined in the Plan.
Each director of the Company elected or appointed to the Board who is not otherwise an officer or
employee of the Company or a Related Company (an “ Eligible Director ”) is eligible to receive the
Awards set forth in the Program.
2. Initial Option Grants
Each Eligible Director who is first elected or appointed to the Board after the date the Program is
approved by the Board will automatically receive a Nonqualified Stock Option to purchase 20,000
shares of Common Stock (an “ Initial Grant ”). The Grant Date for an Initial Grant to an Eligible
Director is the date of that director’s first election or appointment to the Board. In addition, those
Eligible Directors already serving as directors on the date the Program is approved by the Board will
automatically receive a Nonqualified Stock Option to purchase 20,000 shares of Common Stock (an “
Existing Director Grant ”). The Grant Date for Existing Director Grants will be the date the Program
is approved by the Board.
Each Initial Grant will vest and become exercisable over the two-year period commencing on the Initial
Option’s Grant Date, with 50% of the shares to vest and become exercisable on the first anniversary of
the Grant Date of the Initial Grant and 1/12th of the remaining shares to vest and becom