1999 Employee Stock Purchase Plan - Quotesmith.com Inc.


    
                              QUOTESMITH.COM, INC.
                        1999 EMPLOYEE STOCK PURCHASE PLAN

1.       Purpose.

         The purpose of this Plan is to provide Employees of the Company and its
subsidiaries with an opportunity to acquire a proprietary interest in the
Company through the purchase of shares of Common Stock of the Company and
thereby provide Employees with an additional incentive to contribute to the
prosperity of the Company. It is the intention of the Company that the Plan
qualify as an 'Employee Stock Purchase Plan' under Section 423 of the Code. The
provisions of the Plan shall, accordingly, be construed so as to extend and
limit participation in a manner consistent with the requirements of Section 423
of the Code.

2.       Definitions.

         'Administrator' means the Board of Directors of the Company and/or
         Committee appointed by the Board.

         'Affiliate' shall mean a parent or subsidiary corporation as defined in
         the applicable provisions (currently Section 424(e) and (f),
         respectively) of the Code.

         'Applicable Laws' means the requirements relating to the administration
         of stock purchase plans under U.S. state corporate laws, U.S. federal
         and state securities laws, the Code, any stock exchange or quotation
         system on which the Common Stock is listed or quoted and the applicable
         laws of any other country or jurisdiction where Shares are issued under
         the Plan.

         'Board' shall mean the Board of Directors of the Company.

         'Code' shall mean the Internal Revenue Code of 1986, as amended.

         'Committee' shall mean the Committee appointed by the Board to
         administer the Plan.

         'Common Stock' shall mean the Common Stock of the Company.

         'Company' shall mean Quotesmith.com, Inc., a Delaware corporation.

         'Employee' shall mean any individual who is an employee of the Company,
         or of any Affiliate designated by the Administrator as eligible to
         participate in the Plan, for purposes of tax withholding under the Code
         whose customary employment with the Company is at least twenty (20)
         hours per week and more than five (5) months in any calendar year. For
         purposes of the Plan, the employment relationship shall be treated as
         continuing intact while the individual is on sick leave or other leave
         of absence approved 








         by the Company or Affiliate. Where the period of leave exceeds ninety
         (90) days and the individual's right to reemployment is not guaranteed
         by statute or by contract, the employment relationship will be deemed
         to have terminated on the ninety first (91) day of such leave.

         'Five-Percent Stockholder' shall mean an Employee who owns (or is
         deemed to own pursuant to Section 424(d) of the Code, or would own upon
         the exercise of any option extended hereunder or any other option,
         whether qualified or nonqualified, held by such employee) shares of
         capital stock possessing five percent (5%) or more of the total
         combined voting power or value of all classes of stock of the Company,
         or any subsidiary of the Company.

         'Offering Date' shall mean the first business day of each Purchase
         Period.

         'Fair Market Value' means, as of any date, the value of Common Stock
         determined as follows:

                (i)   if the Common Stock is listed on any established stock
                      exchange or a national market system, including without
                      limitation the National Market or SmallCap Market of The
                      Nasdaq Stock Market, its Fair Market Value shall be the
                      closing sales price for such stock (or the closing bid, if
                      no sales were reported) as quoted on such exchange or
                      system for the last market trading day prior to the time
                      of determination, as reported in The Wall Street Journal
                      or such other source as the Administrator deems reliable;

                (ii)  if the Common Stock is regularly quoted by a recognized
                      securities dealer but selling prices are not reported, its
                      Fair Market Value shall be the mean between the high bid
                      and low asked prices for the Common Stock on the last
                      market trading day prior to the day of determination; or

                (iii) in the absence of an established market for the Common
                      Stock, the Fair Market Value thereof shall be determined
                      in good faith by the Administrator.

         'Participant' shall mean an Employee who is a participant in the Plan.

         'Pay' shall mean an Employee's total compensation paid by the Company,
         exclusive of any payment in cash or kind under any stock option plan,
         deferred compensation plan, or other employee benefit plan or program
         of the Company.

         'Plan' shall mean this Quotesmith.com, Inc. 1999 Employee Stock
         Purchase Plan.

         'Plan Year' shall mean a calendar year.

         'Purchase Date' shall mean the last business day of each Purchase
         Period.

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         'Purchase Period' shall mean a six-month period that commences on the
         Offering Date and ends on the Purchase Date. The initial period shall
         commence on the date the Company's Registration Statement respecting
         its public offering is declared effective by the Securities and
         Exchange Commission and ending on December 31, 1999, and subsequent
         six-month periods thereafter commencing on January 1, 2000, during
         which options granted pursuant to the Plan may be exercised.

         'Share' shall mean a share of the Common Stock, as adjusted in
         accordance with Section 8 of the Plan.

         'Shareholder' shall mean a record holder of shares entitled to vote
         shares of Common Stock.

         'Subsidiary' shall mean a subsidiary corporation of the Company within
         the meaning of Section 424(f) of the Code, whether now or hereafter
         existing.

3.       Administration.

         The Board shall appoint an Administrator who will serve for such period
of time as the Board may specify and who may be removed by the Board at any
time. The Administrator will have the authority and responsibility for the
day-to-day administration of the Plan, the authority and responsibility
specifically provided in this Plan and any additional duties, responsibility and
authority delegated by the Board. The Administrator may delegate to one or more
individuals the day-to-day administration of the Plan. The Administrator shall
have full power and authority to promulgate any rules and regulations which it
deems necessary for the proper administration of the Plan, to interpret the
provisions and supervise the administration of the Plan, to make factual
determinations relevant to Plan entitlements, and to take all action in
connection with administration of the Plan as it deems necessary or advisable,
consistent with the delegation from the Board, provided, however, the
administration of the Plan shall be consistent with Rule 16b-3 ('Rule 16b-3')
under the Securities Exchange Act of 1934, The administration, interpretation or
application of the Plan by the Administrator shall be final and binding upon all
Participants. The Company shall pay all expenses incurred in the administration
of the Plan. No Board or Committee member shall be liable for any action or
determination made in good faith with respect to the Plan or any option granted
thereunder.

4.       Eligibility.

         Any Employee employed by either the Company, or by any Affiliate
designated by the Administrator as eligible to participate in the Plan, on a
given Offering Date shall be eligible to participate in the Plan with respect to
the Purchase Period commencing on such Offering Date. Any provisions of the Plan
to the contrary notwithstanding, no Employee shall be granted an option under
the Plan (i) if such Employee is a Five Percent Stockholder, or (ii) if an
Employee who receives Pay paid by the Company or by an Affiliate equal to more
than $125,000 for any calendar year and who is a 'highly compensated employee'
within the meaning of Section 414(q) of the Code.






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5.       Participation and Withdrawal. 

         (a)    Payroll Deduction Authorization and Plan Enrollment. An eligible
                Employee may become a Participant by completing and filing, on a
                date prescribed by the Administrator prior to an applicable
                Offering Date, a payroll deduction authorization and Plan
                enrollment form provided by the Company. Once properly made, an
                eligible Employee's election to participate shall be
                automatically renewed for each subsequent Offering Period,
                subject to any termination or withdrawal as provided in Section
                5(c). Payroll deductions for a Participant shall commence on the
                first payroll following the Offering Date and shall end on the
                last payroll in Purchase Period to which such authorization is
                applicable, unless sooner terminated by the Participant as
                provided in Section 5(c). An eligible Employee may authorize
                payroll deductions at the rate of any whole percentage of the
                Employee's Pay, in an amount not exceeding ten percent (10%) of
                Pay received by Employee on each payday during the Purchase
                Period, and the aggregate of such payroll deductions during the
                Purchase Period shall not exceed ten percent (10%) of the
                Employee's Pay during the Purchase Period. All payroll
                deductions made for a Participant shall be credited to his
                account under the Plan and will be withheld in whole percentages
                only. A Participant may not make any additional payments into
                such account.

         (b)    Modification of Payroll Deduction. A Participant may decrease
                his or her rate of payroll deductions at any time in accordance
                with procedures prescribed by the Administrator. A Participant
                may increase his or her rate of payroll deductions only
                effective on the first payroll date following the next Purchase
                Date by filing a new payroll deduction authorization and Plan
                enrollment form.

         (c)    Discontinuance of Participation. A Participant may discontinue
                participation in the Plan at any time during a Purchase Period
                by completing and filing a new payroll deduction authorization
                and Plan enrollment form with the Company.

                If a Participant discontinues participation during a Purchase
                Period, his or her accumulated payroll deductions will remain in
                the Plan for purchase of shares as specified in Section 7 on the
                following Purchase Date, but the Participant will not again
                participate until he or she re-enrolls in the Plan.
                Alternatively, participants may request a cash distribution of
                monies accumulated but not yet distributed by following
                procedures specified by the Administrator. The Administrator may
                (1) establish rules limiting the frequency with which
                Participants may discontinue and resume payroll deductions under
                the Plan and may impose a waiting period on Participants wishing
                to resume payroll deductions following discontinuance, and (2)
                change the rules regarding discontinuance of participation or
                changes in participation in the Plan.

                In the event any Participant terminates employment with the
                Company for any reason (including death) prior to the expiration
                of a Purchase Period, the Participant's participation in the
                Plan shall terminate and all accumulated payroll 







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                deductions credited to the Participant's account shall be paid
                to the Participant or the Participant's estate without interest
                (except where required by local law).

         (d)    Failure to Follow Procedures. If a Participant has not followed
                procedures prescribed by the Administrator to change the rate of
                payroll deductions or to discontinue the payroll deductions, the
                rate of payroll deductions shall continue at the originally
                elected rate throughout the Purchase Period and future Purchase
                Periods (or any lower maximum rate then in effect).

         (e)    Tax Withholding. At the time the option is exercised, or at the
                time the Company's Common Stock issued under the Plan is
                disposed of, the Participant must make adequate provision for
                the Company's federal, state, or other tax withholding
                obligations, if any, which arise upon the exercise of the option
                or the disposition of the Common Stock. At any time, the Company
                may, but will not be obligated to, withhold from the
                Participant's Pay the amount necessary for the Company to meet
                applicable withholding obligations, including any withholding
                required to make available to the Company any tax deductions or
                benefits attributable to sale or early disposition of Common
                Stock by the Employee.

6.       Offering.

         (a)    Maximum Number of Shares. The maximum number of Shares that may
                be sold under the Plan is Two Hundred Fifty Thousand (250,000),
                subject to adjustment upon changes in capitalization of the
                Company as provided in Section 9. Shares sold under the Plan may
                be either authorized and unissued Shares or issued Shares
                heretofore or hereafter acquired and held as treasury Shares, as
                the Administrator may from time to time determine. If on a given
                Purchase Date the number of shares with respect to which options
                are to be exercised exceeds the number of shares then available
                under the Plan, the Company shall make a pro rata allocation of
                the shares remaining available for purchase in as uniform a
                manner as shall be practicable and as it shall determine to be
                equitable.

         (b)    Purchase Periods. The Plan will operate with successive
                semi-annual Purchase Periods after the initial Purchase Period
                with a new Purchase Period commencing on the first business day
                of July and January of each year, or on such other date as the
                Administrator shall determine, and continuing thereafter until
                terminated in accordance with Sections 12 or 13 hereof. The
                Administrator shall have the power to change the duration of the
                Purchase Periods with respect to future offerings without
                shareholder approval if such change is announced at least
                fifteen (15) days prior to the scheduled beginning of the first
                Purchase Period to be affected.

         (c)    Option to Purchase. With respect to each Purchase Period, each
                eligible Employee who has elected to participate as provided in
                Section 5(a) shall be granted an option to purchase the number
                of shares of Common Stock which may be purchased with the
                payroll deductions accumulated in an account maintained on
                behalf of such Employee during each Purchase Period at the
                purchase price specified in 









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                subparagraph (d) below, subject to the limitation contained in
                this subparagraph (c). No Participant shall have the right to
                purchase more than an aggregate of $25,000 of Shares under the
                Plan and any other employee stock purchase plan of the Company
                described in Section 423 of the Code, in any calendar year,
                based upon the Fair Market Value per Share of such Common Stock
                (determined at the time such option is granted). The foregoing
                sentence shall be interpreted so as to comply with Code Section
                423(b)(8).

         (d)    Option Price. The option price under each option shall be the
                lower of: (i) a percentage (not less than eighty-five percent
                (85%)) established by the Administrator ('Designated
                Percentage') of the Fair Market Value of the Common Stock on the
                Offering Date on which an option is granted, or (ii) the
                Designated Percentage of the Fair Market Value of the Common
                Stock on the Purchase Date. The Administrator may change the
                Designated Percentage with respect to any future Purchase
                Period, but not below eighty-five percent (85%), and the
                Administrator may determine with respect to any prospective
                Purchase Period that the option price shall be the Designated
                Percentage of the Fair Market Value of the Common Stock on the
                Purchase Date.

7.       Purchase of Stock.

         Upon the expiration of each Purchase Period, a Participant's option
shall be exercised automatically for the purchase of that number of full and
fractional shares of Common Stock which the accumulated payroll deductions
credited to the Participant's account at that time shall purchase at the
applicable price specified in Section 6(d), subject to Section 6(c).

8.       Payment and Delivery.

         Upon the exercise of an option on each Purchase Date, the Company or
Affiliate shall deliver to the Participant a record of the Common Stock
purchased, except as specified below. Shares to be delivered to a Participant
under the Plan will be registered in the name of the Participant or, if the
Participant so directs by written notice to the Administrator prior to the
Purchase Date, in the names of the Participant and one such other person as may
be designated by the Participant, as joint tenants with rights of survivorship,
to the extent permitted by the Applicable Laws. The Administrator may permit or
require that shares be deposited directly with a broker designated by the
Administrator (or a broker selected by the Administrator) or to a designated
agent of the Company, and the Administrator may utilize electronic or automated
methods of share transfer. The Administrator may require that shares be retained
with such broker or agent for a designated period of time (and may restrict
dispositions during that period) and/or may establish other procedures to permit
tracking of disqualifying dispositions of such shares or to restrict transfer of
such shares. The Administrator may require that shares purchased under the Plan
shall automatically participate in a dividend reinvestment plan or program
maintained by the Company. The Company shall retain the amount of payroll
deductions used to purchase Common Stock as full payment for the Common Stock
and the Common Stock shall then be fully paid and non-assessable. No Participant
shall have any voting, dividend, or other shareholder rights with respect to
shares subject to any option granted under the Plan until the 









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shares subject to the option have been purchased and delivered to the
Participant as provided in Section 8.

9.       Recapitalization.

         (a)    If after the grant of an option, but prior to the purchase of
                Common Stock under the option, there is any increase or decrease
                in the number of outstanding shares of Common Stock because of a
                stock split, stock dividend, combination or recapitalization of
                shares subject to options, the number of shares to be purchased
                pursuant to an option, the share limit of Section 6(c) and the
                maximum number of shares specified in Section 6(a) shall be
                proportionately increased or decreased, the terms relating to
                the purchase price with respect to the option shall be
                appropriately adjusted by the Administrator, and the
                Administrator shall take any further actions which, in the
                exercise of its discretion, may be necessary or appropriate
                under the circumstances.

         (b)    The Administrator, if it so determines in the exercise of its
                sole discretion, also may adjust the number of shares specified
                in Section 6(a), as well as the price per share of Common Stock
                covered by each outstanding option and the maximum number of
                shares subject to any individual option, in the event the
                Company effects one or more reorganizations, recapitalizations,
                spin-offs, split-ups, rights offerings or reductions of shares
                of its outstanding Common Stock.

         (c)    The Administrator's determinations under this Section 9 shall be
                conclusive and binding on all parties.

10.      Merger, Liquidation, Other Corporation Transactions.

         (a)    In the event of the proposed liquidation or dissolution of the
                Company, the Purchase Period then in progress will terminate
                immediately prior to the consummation of such proposed
                liquidation or dissolution, unless otherwise provided by the
                Administrator in its sole discretion, and all outstanding
                options shall automatically terminate and the amounts of all
                payroll deductions will be refunded without interest to the
                Participants.

         (b)    In the event of a proposed sale of all or substantially all of
                the assets of the Company, or the merger or consolidation of the
                Company with or into another corporation, then in the sole
                discretion of the Administrator, (1) each option shall be
                assumed or an equivalent option shall be substituted by the
                successor corporation or parent or subsidiary of such successor
                corporation, (2) a date established by the Administrator on or
                before the date of consummation of such merger, consolidation or
                sale shall be treated as an Exercise Date, and all outstanding
                options shall be deemed exercisable on such date or (3) all
                outstanding options shall terminate and the accumulated payroll
                deductions shall be returned to the Participants, without
                interest.



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11.      Transferability.

         Neither payroll deductions credited to a Participant's account nor any
rights with regard to the exercise of an option or to receive Shares under the
Plan may be voluntarily or involuntarily assigned, transferred, pledged, or
otherwise disposed of in any way other than by will or the laws of descent and
distribution or by a 'qualified domestic relations order' under the Code, and
any other attempted assignment, transfer, pledge, or other disposition shall be
null and void and without effect. If a Participant in any manner attempts to
transfer, assign or otherwise encumber his or her rights or interest under the
Plan, other than as permitted by the Code, such act shall be treated as an
election by the Participant to discontinue participation in the Plan pursuant to
Section 5(c). Any option granted to a Participant under the Plan may be
exercised only by the Participant during his or her lifetime.

12.      Term of Plan.

         The Plan shall continue for a ten year term measured from its Effective
Date, unless previously terminated in accordance with Section 13.

13. Amendment or Termination of the Plan.

         The Administrator may, in its sole discretion, insofar as permitted by
law, terminate or suspend the Plan or revise or amend it in any respect
whatsoever. No such termination shall affect options previously granted and
exercised, nor shall any amendment make any change in any option theretofore
granted which would adversely affect the rights of any Participant. No revision
or amendment shall be made without prior approval of the shareholders if such
amendment would:

         (a)    materially increase the number of shares subject to the Plan,
                other than an adjustment under Section 9 of the Plan;

         (b)    materially modify the requirements as to eligibility for
                participation in the Plan, except as otherwise specified in this
                Plan;

         (c)    reduce the purchase price specified in Section 6(d), except as
                specified in Section 9; or

         (d)    extend the term of the Plan beyond the date specified in Section
                12.

14.      Use of Funds.

         All payroll deductions received or held by the Company or Affiliate
under the Plan may be used by the Company or by the Affiliate for any corporate
purpose, and may be commingled with its other corporate funds. No interest shall
be paid or credited to the Participant with respect 







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to such payroll deductions except where required by local law as determined by
the Administrator.

15.      Local Law.

         The Administrator may adopt rules or procedures relating to the
operation and administration of the Plan to accommodate the specific
requirements of local laws and procedures. Without limiting the generality of
the foregoing, the Administrator is specifically authorized to adopt rules and
procedures regarding handling of payroll deductions, payment of interest,
payroll tax, withholding procedures and handling of stock certificates which
vary with local requirements.

16.      Securities Laws Compliance.

         The Company shall not be under any obligation to issue Common Stock
upon the exercise of any option unless and until the Company has determined
that: (i) it and the Participant have taken all actions required to register the
Common Stock under the Securities Act of 1933, or to perfect an exemption from
the registration requirements thereof; (ii) any applicable listing requirement
of any stock exchange on which the Common Stock is listed has been satisfied;
and (iii) all other applicable provisions of state and federal law have been
satisfied.

         As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such shares if such a
representation is required by Applicable Law.

17.      Notices.

         All notices or other communications by a Participant to the Company or
Affiliate under or in connection with the Plan shall be deemed to have been
given when received by the Administrator or when received in the form specified
by the Administrator at the location, or by the person, designated by the
Administrator for the receipt thereof.

18.      No Enlargement of Employee Rights.

         Nothing contained in this Plan shall be deemed to give any Employee the
right to be retained in the employ of the Company or of the Affiliate or to
interfere with the right of the Company or Affiliate to discharge any Employee
at any time.

19.      Regulations and Other Approvals; Governing Law.

         (a)    This Plan and the rights of all persons claiming hereunder shall
                be construed and determined in accordance with the laws of the
                State of Illinois.

         (b)    This Plan and the Company's obligation to sell and deliver
                Shares under the Plan shall be subject to all Applicable Laws,
                and the obtaining of such approvals by 







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                governmental agencies required in connection with the Plan or
                the authorization, issuance, sale, or delivery of stock
                hereunder.

20.      Notice of Disqualifying Disposition.

         The Administrator may require, as a condition of participation in the
Plan, that a Participant agree to promptly notify the Company of any disposition
of Shares acquired pursuant to an option granted under the Plan within two years
of the grant date of the applicable option or within one year of the transfer of
the Shares to him or her (a 'disqualifying disposition'), and the number of
Shares disposed of.

21.      Effective Date; Shareholder Approval.

         This Plan shall become effective upon the effective date of the S-1
registration statement filed by the Company pursuant to an initial public
offering of its Shares, subject to approval by the shareholders of the Company
within twelve (12) months after the date the Plan is adopted by the Board of
Directors ('Effective Date'). Such shareholder approval shall be obtained in the
degree and manner required under Applicable Law. All Shares issued under the
Plan shall become void in the event such approval is not obtained. No options
shall be granted under the Plan prior to such effective date.



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