ACTG Acacia Research Technologies

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On June 9, 2016, the stockholders of Acacia Research Corporation (the “Company”) approved the 2016 Acacia Research Corporation Stock Incentive Plan (the “Plan”). The Board of Directors (the “Board”) of the Company adopted the Plan on April 26, 2016, subject to stockholder approval. The purposes of the Plan are (a) to enhance the Company’s ability to attract and retain the services of qualified employees, officers, directors, consultants and other service providers upon whose judgment, initiative and efforts the successful conduct and development of the Company’s business largely depends, and (b) to provide additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of the Company, by providing them an opportunity to participate in the ownership of the Company and thereby have an interest in the success and increased value of the Company. The Plan provides for grants of stock options, restricted stock units and direct stock awards.

The maximum number of shares of common stock that could be issued pursuant to awards under the Plan is 5,125,390 shares of common stock, which consist of 4,500,000 shares of common stock initially reserved for issuance under the Plan, plus 625,390 shares of common stock remaining available for issuance and not subject to awards granted under the Company’s 2013 Acacia Research Corporation Stock Incentive Plan as of the effective date of the Plan. The maximum number of shares of common stock that may be issued under the Plan pursuant to the exercise of incentive stock options is equal to the number of shares of common stock authorized for issuance under the Plan. No individual participating in the Plan may receive stock options, restricted stock units or direct stock awards for more than 750,000 shares of common stock in the aggregate per calendar year.

The Plan will be administered by either the entire Board or a committee of the Board, which shall consist of at least two members of the Board, each of whom must qualify as a “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934, as amended, an “outside director” under Section 162(m) of the Internal Revenue Code and an “independent director” under the Nasdaq Listing Rules. The Plan administrator has the authority to determine the terms and conditions of awards, and to interpret and administer the Plan.

The Plan may be amended or modified by the Plan administrator, except to the extent that any law, regulation or rule of a securities exchange requires stockholder approval for any amendment, which shall not then be effective without such approval. No amendment or modification may adversely affect a participant’s rights and obligations with respect to awards previously granted under the Plan without the written consent of the participant. The Plan will terminate on the earliest of (i) April 26, 2026, (ii) the date on which all shares available for issuance under the Plan have been issued as fully-vested shares or (iii) the termination of all outstanding awards in connection with a change of control (as defined under the Plan), and no further awards may be granted thereafter.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the text of the Plan, a copy of which is included as Annex A to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2016, and is incorporated herein by reference as Exhibit 10.1 to this Current Report on Form 8-K.