STOCK-BASED INCENTIVE PLANS

The 2002 Acacia Technologies Stock Incentive Plan (“2002 Plan”) and the 2007 Acacia Technologies Stock Incentive Plan (“2007 Plan”) (collectively, the “Plans”) were approved by the stockholders of Acacia in December 2002 and May 2007, respectively. Both Plans allow grants of stock options, stock awards and performance shares with respect to Acacia common stock to eligible individuals, which generally includes directors, officers, employees and consultants. Except as noted below, the terms and provisions of the Plans are identical in all material respects. The term of the 2002 Plan expired in December 2012.

Acacia’s compensation committee administers the discretionary option grant and stock issuance programs. The compensation committee determines which eligible individuals are to receive option grants or stock issuances under those programs, the time or times when the grants or issuances are to be made, the number of shares subject to each grant or issuance, the status of any granted option as either an incentive stock option or a non-statutory stock option under the federal tax laws, the vesting schedule to be in effect for the option grant or stock issuance and the maximum term for which any granted option is to remain outstanding. The exercise price of options is generally equal to the fair market value of Acacia’s common stock on the date of grant. Options generally begin to be exercisable six months to one year after grant and generally expire ten years after grant. Stock options generally vest over two to three years and restricted shares generally vest in full after two to three years (generally representing the requisite service period). The Plans terminate no later than the tenth anniversary of the approval of the incentive plans by Acacia’s stockholders.

Programs

The Plans provide for the following separate programs:

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Discretionary Option Grant Program. Under the discretionary option grant program, Acacia’s compensation committee may grant (1) non-statutory options to purchase shares of common stock to eligible individuals in the employ or service of Acacia or its subsidiaries (including employees, non-employee board members and consultants) at an exercise price not less than 85% of the fair market value of those shares on the grant date, and (2) incentive stock options to purchase shares of common stock to eligible employees at an exercise price not less than 100% of the fair market value of those shares on the grant date (not less than 110% of fair market value if such employee actually or constructively owns more than 10% of Acacia’s voting stock or the voting stock of any of its subsidiaries).

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Stock Issuance Program. Under the stock issuance program, eligible individuals may be issued shares of common stock directly, upon the attainment of performance milestones or the completion of a specified period of service or as a bonus for past services. Under this program, the purchase price for the shares shall not be less than 100% of the fair market value of the shares on the date of issuance, and payment may be in the form of cash or past services rendered.

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Automatic Option Grant Program (2002 Plan only). Commencing in fiscal 2008, each non-employee director will receive restricted stock units for the number of shares determined by dividing the annual retainer by the closing price of Acacia’s common stock on the grant date, provided that such individual has served as a non-employee director for at least 6 months. In addition, as of May 2007, each new non-employee director will receive restricted stock units for the number of shares determined by dividing the annual board of directors retainer by the closing price of Acacia’s common stock on the commencement date. Restricted stock units vest in a series of twelve quarterly installments over the three year period following the grant date, subject to immediate acceleration upon a change in control. Acacia will deliver shares corresponding to the vested restricted stock units within thirty (30) days after the first to occur of the following events: (i) the fifth (5th) anniversary of the grant date; or (ii) termination of the non-employee director’s service as a member of the Company’s Board of Directors. The non-employee directors do not have any rights, benefits or entitlements with respect to any shares unless and until the shares have been delivered.

The number of shares of common stock available for issuance under the 2002 Plan automatically increased on the first trading day of January each calendar year during the term of the Plan by an amount equal to three percent (3%) of the total number of shares of common stock outstanding on the last trading day in December of the immediately preceding calendar year, not to exceed 500,000 shares. The aggregate number of shares of common stock available for issuance under the 2002 Plan could not exceed 20,000,000 shares. At December 31, 2012, there were no shares available for grant under the expired 2002 Plan.

The initial share reserve under the 2007 Plan was 560,000 shares. The number of shares of common stock available for issuance under the 2007 Plan automatically increased on January 1, 2008 and 2009, by an amount equal to two percent (2%) of the total number of shares of common stock outstanding on the last trading day of December in the prior calendar year. After January 1, 2009, no new additional shares will be added to the 2007 Plan without stockholder approval (except for shares subject to outstanding awards that are forfeited or otherwise returned to the 2007 Plan). At December 31, 2012, there were no shares available for grant under the 2007 Plan.

Upon the exercise of stock options, the granting of restricted stock, or the delivery of shares pursuant to vested restricted stock units, it is Acacia’s policy to issue new shares of common stock. Acacia’s board of directors may amend or modify the Plans at any time, subject to any required stockholder approval.

The following table summarizes stock option activity for the Plans for the year ended December 31, 2012:



			Weighted-Average
	Options		Exercise Price		Remaining Contractual Term	Aggregate Intrinsic Value

Outstanding at December 31, 2011	434,000		$	5.55
Exercised	(71,000	)	$	4.77
Expired/forfeited	(50,000	)	$	4.66
Outstanding at December 31, 2012	313,000		$	5.87	1.9 years	$	6,193,000
Vested	313,000		$	5.87	1.9 years	$	6,193,000
Exercisable at December 31, 2012	313,000		$	5.87	1.9 years	$	6,193,000

The aggregate intrinsic value of options exercised during the years ended December 31, 2012, 2011 and 2010 was $1,796,000, $2,822,000, and $40,994,000, respectively. The aggregate fair value of options that vested during the years ended December 31, 2012, 2011 and 2010 was $0, $0 and $209,000, respectively.

The following table summarizes nonvested restricted share activity for the year ended December 31, 2012:



	Nonvested Restricted Shares		Weighted Average Grant Date Fair Value

Nonvested restricted stock at December 31, 2011	1,505,000		$	21.01
Granted	1,339,000		$	32.17
Vested	(1,318,000	)	$	21.90
Canceled	(173,000	)	$	28.92
Nonvested restricted stock at December 31, 2012	1,353,000		$	30.17

The weighted-average grant date fair value of nonvested restricted stock granted during the years ended December 31, 2012, 2011 and 2010 was $32.17, $29.24, and $8.61, respectively. The aggregate fair value of restricted stock that vested during the years ended December 31, 2012, 2011 and 2010 was $28,865,000, $11,043,000, $6,914,000, respectively. As of December 31, 2012, the total unrecognized compensation expense related to nonvested restricted stock awards was $34,976,000, which is expected to be recognized over a weighted-average period of approximately 1.7 years .

The following table summarizes restricted stock unit activity for the year ended December 31, 2012:



	Restricted Stock Units		Weighted Average Grant Date Fair Value

Nonvested restricted stock units outstanding at December 31, 2011	26,000		$	16.57
Granted	33,000		$	29.39
Vested	(21,000	)	$	17.75
Nonvested restricted stock units outstanding at December 31, 2012	38,000		$	26.98
Vested restricted stock units outstanding at December 31, 2012	89,000		$	9.77

The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2012, 2011 and 2010 was $29.39, $24.87 and $11.99, respectively. The aggregate fair value of restricted stock units that vested during the years ended December 31, 2012, 2011 and 2010 was $363,000, $257,000 and $158,000, respectively. As of December 31, 2012, the total unrecognized compensation expense related to restricted stock unit awards was $932,000, which is expected to be recognized over a weighted-average period of approximately 2.3 years.