Same difference. At some point you're just arguing about what the number was. I don't care about the broader argument, but the right to buy $1MM of private shares is, in fact, real consideration.
Is it real consideration that anyone could consider to be worth "all the IP that you happen to be able to see while on this tour", or is it real consideration that Xerox thought was worth "an opportunity to see how we run the best tech lab of our generation"?
Don't forget that Apple presumably got paid $1M dollars out of the deal in addition to the tour. I'm having a hard time seeing the argument that the right to pay Apple for some of their shares in 1979 was perceived as being worth any of Xerox PARC's IP, much less "as much as you can carry in your head".
(None of which is to say that Apple was wrong to copy what they could, morally or legally. I just find the argument that these shares are evidence that it was an above-board trade that Xerox was on board with to be very weird.)
I don't care; as far as I'm concerned, that argument is isomorphic to "would $1MM literal dollars be enough for what they saw, or should the number be higher". Maybe. But the right to buy shares is not really a meaningful distinction to the simple issuance of shares in this historical context. That's all I'm arguing.
Options and RSUs are both universally acknowledged as consideration. That's all I'm arguing. Should it have been $1MM in stock, or $50MM, or $200k? Hell if I know.
It was 100% an above-board trade. Xerox at that point had poured an ocean of money into PARC and hadn't really seen any return on it. I don't think they would have seen it as an IP transfer, because it wasn't. Apple didn't rush out to implement Smalltalk. Instead they were inspired by the principles, misunderstood some stuff, and came up with something 100% better for the average consumer.
Xerox wasn't stupid—they were trying to get some value out of this research lab that was, on paper, lighting money on fire.
Was it only for the tour? Was it actually $1M, or did it later increase in value? Did Xerox value a strategic relationship? "A whole load of ideas" seems worth more than $1M to me, especially if you're Xerox back then.
