Form of Change of Control Retention Agreement entered into by and between Digimarc Corporation and each of Messrs. Chamness, Meyer, Beck, Rodriguez and Arana

The Board of Directors of the Company (the "Board") believes it imperative that the Company and the Board be able to rely upon Executive to continue in Executive's position, and that they be able to receive and rely upon Executive's advice as to the best interests of the Company and its shareholders, without concern that Executive might be distracted or his or her advice affected by the circumstances described in Section 1.2 below;

The existing Change of Control Retention Agreement (the "Existing Agreement") between the Company and Executive expires by its terms on December 31, 2018;

Executive is willing to enter into this Agreement for the purposes and on the terms and conditions described herein;

Definitions

"Approved Group" shall mean any employee benefit plan of the Company or of any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan.

"Cause," when used in connection with the termination of Executive's employment by the Company, shall mean (a) the willful engaging by Executive in misconduct which is significantly injurious to the Company, monetarily or otherwise; (b) any act by the Executive of fraud, dishonesty, embezzlement, misrepresentation or theft of property of the Company; (c) Executive's conviction of or plea of no contest to a felony or any crime involving moral turpitude; (d) Executive's breach of this Agreement or any other agreements with the Company; (e) Executive's unauthorized disclosure of the Company's proprietary or confidential information or breach of any confidentiality/invention/proprietary information agreement(s) with the Company; (f) Executive's violation of the Company's Code of Ethics (if applicable), Code of Business Conduct and Ethics or any other employment rule, code or policy, as such policies currently exist or may be amended or implemented during Executive's employment with the Company; (g) Executive's failure or refusal to follow the lawful instructions of the Company, if such failure or refusal continues for a period of five (5) calendar days after the Company delivers to Executive a written notice stating the instructions that Executive has failed or refused to follow; (h) the entry by a court of competent jurisdiction of an order, or the entering into by Executive of a consent decree, barring Executive from serving as an officer or director of a public company; or (i) Executive's failure to meet and sustain an acceptable level of performance of Executive's duties and obligations to the Company (other than by reason of Disability), which

failure continues thirty (30) days after the Company has given written notice thereof to Executive.  For purposes of this definition, no act, or failure to act, on Executive's part shall be considered "willful" unless done, or omitted to be done, by Executive in bad faith and without reasonable belief that the action or omission was in the best interests of the Company.

"Contract Period" shall mean the period commencing on the Effective Date and ending on the first (1st) anniversary of the Effective Date.

"Current Compensation" shall mean one-twelfth (1/12th) of the Minimum Base Salary.

"Disability" shall mean a physical or mental incapacity of Executive which entitles Executive to commence the receipt of benefits under the long-term disability plan maintained by the Company.

"Effective Date" shall mean the day preceding the first to occur of the following events (the "Change of Control Events"):

Any Person (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than the Approved Group or a broker, bank, or trust company holding common stock of the Company for the account of customers who are not members of a "group" (within the meaning of Section 13(d) of the Exchange Act), becoming the record or beneficial owner of 50% or more of any class of the Company's voting equity securities, as disclosed by the Company's stock records or in any other way, including, without limitation, any filing with the Securities and Exchange Commission or otherwise; or

Upon the purchase of 50% or more of any class of the Company's voting equity securities pursuant to any tender offer or exchange offer for shares of the Company's stock, other than one made by the Company or the Approved Group; or

A transaction or series of related transactions in which assets to which more than 50% of the Company's revenues (as measured during the four completed fiscal quarters immediately preceding such transaction or the first in the series of such transactions) are attributable are sold or effectively sold (such as through an exclusive license or comparable arrangement).

"Fiscal Year" shall mean the 12-month period ending on December 31.

"Good Reason," when used with reference to a voluntary termination by Executive of his or her employment with the Company, shall mean the occurrence of any of the following, without Executive's express written consent:

a substantial reduction in Executive's level of duties, authority or responsibilities; provided, that (i) a change in title or (ii) a change in title or status resulting from the Company, or any affiliate of the Company by which Executive is then employed, being a direct or indirect subsidiary of a parent company following a Change of Control Event, with no corresponding substantial reduction in Executive's level of duties, authority or responsibilities, shall not, in and of itself, constitute Good Reason;

a material reduction in Executive's Minimum Base Salary, employee benefits or incentive compensation opportunity (consisting of base salary and target bonus, if any), unless such reduction is part of an overall reduction for all employees at the same level as Executive;

the Company's mandatory transfer of Executive to another geographic location that is more than 35 miles from the location where Executive was employed at the Effective Date, except for required travel on the Company's business to an extent substantially consistent with Executive's business travel obligations immediately prior to the Effective Date hereof;

the failure by the Company to obtain an assumption of the obligations of the Company to perform this Agreement by any successor to the Company, to the extent legally required; or

the repudiation or failure by the Company or its successor to comply with any of its obligations under this Agreement.

"Minimum Base Salary" shall mean salary at an annual rate equal to Executive's annual rate of salary on the Termination Date (or, if Executive terminates for Good Reason, within the meaning of Section 1.8(b), immediately prior to the material reduction thereof giving rise to Good Reason).

"Termination Date" shall mean the effective date as provided in this Agreement for the termination of Executive's employment.

"Without Cause," when used in connection with the termination of Executive's employment by the company, shall mean any termination of employment of Executive by the Company which is not a termination of employment for Cause or for Disability.

Scope of Agreement

General

Termination

Termination of Employment of Executive By the Company During the Contract Period

General

For Disability

For Cause

Without Cause

Effect of Termination

Termination of Employment by Executive During Contract Period

Benefits Upon Termination by the Company Without Cause or by Executive for Good Reason

The Company shall pay to Executive (a) Minimum Base Salary through the Termination Date, and (b) for the period commencing on the Termination Date and continuing until the first anniversary of the Termination Date, a monthly amount equal to the Current Compensation; provided, however, that the Company's obligation hereunder shall be reduced by the amount of any compensation Executive receives from another source for services rendered during the period that payments are being made pursuant to this Section 5.1; and provided further that any amount due to Executive under clause (b) during the period from the Termination Date to the effective date of the General Release shall be paid to Executive on the first regularly-scheduled pay date coinciding with or immediately following the effective date of the General Release.  Executive shall provide notice of all compensation referred to in the preceding sentence to the Company as soon as reasonably practicable and, in any event, within seven (7) days of receipt of such compensation.  Notwithstanding the foregoing, if the maximum period during which Executive can consider and revoke the General Release begins in one calendar year and ends in the subsequent calendar year, then no amounts due to Executive under clause (b) above shall be paid to Executive until the first regularly scheduled pay date occurring after the later of (y) the last day of the calendar year containing the Termination Date, and (z) the date on which Executive's General Release becomes effective, regardless of when Executive's General Release becomes effective; and the amount paid to Executive on such pay date shall include all amounts due to Executive for the period from the Termination Date to such pay date.

The Company shall pay any premiums necessary to continue Executive's health insurance coverage under the Company's group health plan pursuant to Section 4980B(f) of the Internal Revenue Code of 1986, as amended ("COBRA") (provided that Executive is eligible for, and timely elects, COBRA continuation coverage under the Company's group health plan) until the earliest of (a) eighteen (18) months after the Termination Date, (b) the first date that Executive is covered under another health insurance plan or program, or (c) the date on which Executive is no longer entitled to COBRA continuation coverage under the Company's group

health plan.  Executive shall provide notice of Executive's coverage under another health insurance plan or program as soon as reasonably practicable and, in any event, within seven (7) days after such coverage begins.  Notwithstanding the foregoing, the Company may unilaterally amend this Section 5.2 or eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company, including, without limitation, under Code Section 4980D.

Notwithstanding any other provision of this Agreement, if the Company receives confirmation from the Company's independent tax counsel or its certified public accounting firm (the "Tax Advisor") that any portion of any payment by the Company or a related entity to Executive, or any benefit received by Executive, under this Agreement or otherwise (each a "Payment") would be considered to be an "excess parachute payment" within the meaning of Code Section 280G, then the Payments (under this Agreement or otherwise) shall be reduced (the "Reduction") to the highest amount that, in the opinion of the Tax Advisor, may be paid to Executive by the Company without having any portion of any Payment treated as an "excess parachute payment"; provided that the Reduction shall not apply if, in the opinion of the Tax Advisor, the after-tax value to Executive of the total Payments prior to the Reduction is greater than the after-tax value to Executive if the total Payments are determined taking into account the Reduction.  The Reduction, if any, shall be applied to the Payments by the Company in its reasonable discretion in the following order: (a) reduction of any Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (b) reduction of any Payments that are exempt under Code Section 409A.  If the Tax Advisor requests, Executive and the Company shall obtain, at the Company's expense, and the Tax Advisor may rely on, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by Executive.  All determinations made by the Tax Advisor shall be binding upon the parties hereto and all fees and expenses of the Tax Advisor shall be borne by the Company.

Except as specifically provided herein, the amount of any compensation or benefits provided for in this Section 5 shall not be subject to mitigation by Executive being required to seek other employment or otherwise.

The parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise.  To the extent Code Section 409A is applicable to this Agreement (and such payments and benefits), the parties intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A.  Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions; provided, however that in no event shall the Company or its agents, parents, subsidiaries, affiliates or successors be liable for any additional tax, interest or penalty that may be imposed on Executive pursuant to Code Section 409A or for any damages incurred by Executive as a result of this Agreement (or the payments or benefits hereunder) failing to comply with, or be exempt from, Code Section 409A.  Without limiting the generality of the foregoing, and notwithstanding any other provision of this

Agreement to the contrary:

If Executive does not properly execute the General Release or if Executive revokes or attempts to revoke the General Release or if the General Release is not effective within sixty (60) days, or within such shorter period specified in the General Release, after the Termination Date, Executive will not be entitled to any of the benefits provided under this Section 5, except those which may be otherwise required by law.

Successors; Binding Agreement

As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

This Agreement is personal to Executive and Executive may not assign or transfer any part of his or her rights or duties hereunder, or any compensation due to Executive hereunder, to any other person, except that this Agreement shall inure to the benefit of and be enforceable by Executive's personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees or beneficiaries.

Modification; Waiver

Arbitration of Disputes

Any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or the interpretation or validity hereof shall be settled exclusively and finally by arbitration.  It is specifically understood and agreed that any disagreement, dispute or controversy which cannot be resolved between the parties, including, without limitation, any matter relating to the interpretation of this Agreement, may be submitted to arbitration irrespective of the magnitude thereof, the amount in controversy or whether such disagreement, dispute or controversy would otherwise be considered justiciable or ripe for resolution by a court or arbitral tribunal.

The arbitration shall be conducted in accordance with the Commercial Arbitration Rules (the "Arbitration Rules") of the American Arbitration Association (the "AAA").

The arbitral tribunal shall consist of one arbitrator.  The parties to the arbitration jointly shall directly appoint such arbitrator within thirty (30) days of initiation of the arbitration.  If the parties shall fail to appoint such arbitrator as provided above, such arbitrator shall be appointed by the AAA as provided in the Arbitration Rules and shall be a person who (a) maintains his or her principal place of business in the State of Oregon; and (b) has had substantial experience in business transactions.  The Company shall pay all of the fees, if any, and expenses of such arbitrator.

The arbitration shall be conducted in Portland, Oregon, or in such other city in the United States of America as the parties to the dispute may designate by mutual written consent.

At any oral hearing of evidence in connection with the arbitration, each party thereto or its legal counsel shall have the right to examine its witnesses and to cross-examine the witnesses of any opposing party.  No evidence of any witness shall be presented in written form unless the opposing party or parties shall have the opportunity to cross-examine such witness, except as the parties to the dispute otherwise agree in writing or except under extraordinary circumstances where the interests of justice require a different procedure. 

Any decision or award of the arbitral tribunal shall be final and binding upon the parties to the arbitration proceeding.  The parties hereto hereby waive to the extent permitted by law any rights to appeal or to seek review of such award by any court or tribunal.  The parties hereto agree that the arbitral award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found and that a judgment upon the arbitral award may be entered in any court having jurisdiction.

Nothing herein contained shall be deemed to give the arbitral tribunal any authority, power, or right to alter, change, amend, modify, add to, or subtract from any of the provisions of this Agreement.

Payment Obligations Absolute

Notice

Severability

Headings

Counterparts

Governing Law

Payroll and Withholding Taxes

Entire Agreement

DIGIMARC CORPORATION

By:
Name: ________________________
Title:   ________________________

Executive and Company are parties to, among other things, a Change of Control Retention Agreement dated as of January 1, 2019 (the "Change of Control Retention Agreement").

The Change of Control Retention Agreement provides, among other things, that if, during the Contract Period (as defined in the Change of Control Retention Agreement):  (i) Company terminates the employment of Executive Without Cause (as defined in the Change of Control Retention Agreement), or (ii) the Executive resigns his or her employment for Good Reason (as defined in the Change of Control Retention Agreement) (each a "Release Condition"), then Executive shall execute this Agreement in exchange for the right to receive certain payments from Company as set forth more fully in the Change of Control Retention Agreement.

Effective _________, 200__, a Release Condition has occurred.

Settlement Amount.  Execution of this Agreement by Executive shall satisfy the condition that Executive execute a full release of claims as set forth in Section 5 of the Change of Control Retention Agreement and, upon satisfaction of any other conditions set forth in this Agreement or in the Change of Control Retention Agreement, Executive shall be entitled to receive the compensation set forth in Section 5 of the Change of Control Retention Agreement.

Release of Claims.  Executive irrevocably and unconditionally releases and forever discharges Company, its affiliates, successors and assigns, and each of their respective officers, directors, members, employees, representatives, insurance carriers, attorneys, subsidiaries, affiliates, representatives, agents, successors, heirs, executors, administrators and assigns, and all persons acting by, through, under or in concert with any of them (collectively " Releasees "), of and from any and all claims, actions, causes of action, suits, debts, charges, complaints, liabilities, obligations, promises, agreements, controversies, damages, and expenses (including attorney's fees and costs actually incurred), of any nature whatsoever, known or unknown, in law or equity, including, without limitation of the foregoing general terms, any

claims against Company and Releasees arising from or related to Executive's employment with Company or the termination thereof, and any claims arising from any alleged violation by Company of any federal, state or local statutes, ordinances or common laws, including, but not limited to, the Age Discrimination in Employment Act.

Confidentiality.  Executive agrees that the terms, amount and fact of settlement shall be kept strictly confidential and promises that neither Executive nor Executive's representatives nor agents shall disclose, either directly or indirectly, any information concerning this settlement (or the fact of settlement) to anyone, including but not limited to past, present or future employees of Company, its affiliates, successors or any other company.

Disclaimer of Liability.  This Agreement does not constitute and shall not be construed as an admission of liability or wrongdoing by Company, its agents, employees or successors, with respect to any claims asserted by Executive, and Company expressly denies that it has done anything wrong or unlawful.

Release of Unknown Claims.  Executive represents that Executive is not aware of any claims against Company except for those claims that are released by this Agreement.  Moreover, the Parties agree and represent that it is within their contemplation that Executive may have claims against Company of which, at the time of the execution of this Agreement, they have no knowledge or suspicion, but that this Agreement extends to claims in any way based upon, connected with, or related to the matters described in Paragraph 2 above, whether or not known, claimed, or suspected by the Parties.

Property.  As a precondition to any settlement payment in connection with this Agreement, Executive shall return to Company all property of Company in Executive's possession.

ADEA Notification.  This Agreement contains a release of claims under the Age Discrimination in Employment Act (the "ADEA").  By executing this Agreement, Executive certifies that Executive has knowingly and voluntarily given up any claims that Executive may have under the ADEA if those claims arose before Executive signed this Agreement.  Executive further certifies that the payments described in this Agreement are considerations to which Executive would not otherwise be entitled without signing this Agreement, and that these considerations constitute payment in exchange for Executive's execution of this Agreement.

Governing Law.  This Agreement shall be governed by and construed under the laws of the State of Oregon as applied to agreements among Oregon residents, made and to be performed entirely within the State of Oregon, without giving effect to conflicts of laws principles.

DIGIMARC CORPORATION

By:
Name:
Title:

Dated: __________, 20___