1999 Non-Officer Stock Option/Stock Issuance Plan - DoubleClick Inc.


                                 DOUBLECLICK INC
                1999 NON-OFFICER STOCK OPTION/STOCK ISSUANCE PLAN

             (AS AMENDED AND RESTATED EFFECTIVE AS OF APRIL 9, 1999)

                                   ARTICLE ONE

                               GENERAL PROVISIONS

         I.       PURPOSE OF THE PLAN

                  This 1999 Non-Officer Stock Option/Stock Issuance Plan is 
intended to promote the interests of DoubleClick Inc., a Delaware 
corporation, by providing eligible persons with the opportunity to acquire a 
proprietary interest, or otherwise increase their proprietary interest, in 
the Corporation as an incentive for them to remain in the service of the 
Corporation.

                  Capitalized terms shall have the meanings assigned to such 
terms in the attached Appendix.

                  All share numbers in the May 24, 1999 restatement reflect 
all splits of the Common Stock effected through May 24, 1999, including the 
two (2)-for-one (1) split of the Common Stock effected on March 24, 1999.

         II.      STRUCTURE OF THE PLAN

                  A.       The Plan shall be divided into two separate equity 
programs:

                           (i)      the Discretionary Option Grant Program 
under which eligible persons may, at the discretion of the Plan 
Administrator, be granted options to purchase shares of Common Stock, and

                           (ii)     the Stock Issuance Program under which 
eligible persons may, at the discretion of the Plan Administrator, be issued 
shares of Common Stock directly, either through the immediate purchase of 
such shares or as a bonus for services rendered the Corporation (or any 
Parent or Subsidiary).

                  B.       The provisions of Articles One and Four shall 
apply to all equity programs under the Plan and shall govern the interests of 
all persons under the Plan.

         III.     ADMINISTRATION OF THE PLAN

                  A.       Administration of the Plan may, at the Board's 
discretion, be vested in a Secondary Committee, or the Board may retain the 
power to administer the Plan.

                  B.       Members of the Committee shall serve for such 
period of time as the Board may determine and may be removed by the Board at 
any time. The Board may also at any time terminate the functions of the 
Committee and reassume all powers and authority previously delegated to such 
committee.




                  C.       Each Plan Administrator shall, within the scope of 
its administrative functions under the Plan, have full power and authority 
(subject to the provisions of the Plan) to establish such rules and 
regulations as it may deem appropriate for proper administration of the Plan 
and to make such determinations under, and issue such interpretations of, the 
provisions of such programs and any outstanding options or stock issuances 
thereunder as it may deem necessary or advisable. Decisions of the Plan 
Administrator within the scope of its administrative functions under the Plan 
shall be final and binding on all parties who have an interest in the 
Discretionary Option Grant and Stock Issuance Programs under its jurisdiction 
or any option grants or stock issuance thereunder.

                  D.       Service on the Committee shall constitute service 
as a Board member, and members of the Committee shall accordingly be entitled 
to full indemnification and reimbursement as Board members for their service 
on the Committee. No member of the Committee shall be liable for any act or 
omission made in good faith with respect to the Plan or any option grants or 
stock issuances under the Plan.

         IV.      ELIGIBILITY

                  A.       The persons eligible to participate in the 
Discretionary Option Grant and Stock Issuance Programs are as follows:

                           (i)      Employees (other than officers of the 
Corporation), and

                           (ii)     consultants and other independent 
advisors who provide services to the Corporation (or any Parent or 
Subsidiary).

                  B.       The Plan Administrator shall, within the scope of 
its administrative jurisdiction under the Plan, have full authority to 
determine, (i) with respect to the option grants under the Discretionary 
Option Grant Program, which eligible persons are to receive option grants, 
the time or times when such option grants are to be made, the number of 
shares to be covered by each such grant, the time or times when each option 
is to become exercisable, the vesting schedule (if any) applicable to the 
option shares and the maximum term for which the option is to remain 
outstanding and (ii) with respect to stock issuances under the Stock Issuance 
Program, which eligible persons are to receive stock issuances, the time or 
times when such issuances are to be made, the number of shares to be issued 
to each Participant, the vesting schedule (if any) applicable to the issued 
shares and the consideration for such shares.

                  C.       The Plan Administrator shall have the absolute 
discretion either to grant options in accordance with the Discretionary 
Option Grant Program or to effect stock issuances in accordance with the 
Stock Issuance Program.

         V.       STOCK SUBJECT TO THE PLAN

                  A.       The stock issuable under the Plan shall be shares 
of authorized but unissued or reacquired Common Stock, including shares 
repurchased by the Corporation on the open market. The maximum number of 
shares of Common Stock reserved for issuance over the term of the Plan shall 
not exceed 375,000 shares.


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                  B.       Shares of Common Stock subject to outstanding 
options shall be available for subsequent issuance under the Plan to the 
extent (i) those options expire or terminate for any reason prior to exercise 
in full or (ii) the options are cancelled in accordance with 
cancellation-regrant provisions of Article Two. Unvested shares issued under 
the Plan and subsequently cancelled or repurchased by the Corporation, at the 
original exercise or issue price paid per share, pursuant to the 
Corporation's repurchase rights under the Plan shall be added back to the 
number of shares of Common Stock reserved for issuance under the Plan and 
shall accordingly be available for reissuance through one or more subsequent 
option grants or direct stock issuances under the Plan. However, should the 
exercise price of an option under the Plan be paid with shares of Common 
Stock, then the number of shares of Common Stock available for issuance under 
the Plan shall be reduced by the gross number of shares for which the option 
is exercised and not by the net number of shares of Common Stock issued to 
the holder of such option.

                  C.       If any change is made to the Common Stock by 
reason of any stock split, stock dividend, recapitalization, combination of 
shares, exchange of shares or other change affecting the outstanding Common 
Stock as a class without the Corporation's receipt of consideration, 
appropriate adjustments shall be made to (i) the maximum number and/or class 
of securities issuable under the Plan and (ii) the number and/or class of 
securities and the exercise price per share in effect under each outstanding 
option under the Plan. Such adjustments to the outstanding options are to be 
effected in a manner which shall preclude the enlargement or dilution of 
rights and benefits under such options. The adjustments determined by the 
Plan Administrator shall be final, binding and conclusive.


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                                   ARTICLE TWO

                        DISCRETIONARY OPTION GRANT PROGRAM

         I.       OPTION TERMS

                  Each option shall be a Non-Statutory Option and shall be 
evidenced by one or more documents in the form approved by the Plan 
Administrator; provided, however, that each such document shall comply with 
the terms specified below.

                  A.       EXERCISE PRICE.

                           1.       The exercise price per share shall be 
fixed by the Plan Administrator but shall not be less than eighty-five 
percent (85%) of the Fair Market Value per share of Common Stock on the 
option grant date.

                           2.       The exercise price shall become 
immediately due upon exercise of the option and shall, subject to the 
provisions of Section I of Article Four and the documents evidencing the 
option, be payable in one or more of the following:

                                    (i)      cash,

                                    (ii)     check made payable to the 
         Corporation,

                                    (iii)    in shares of Common Stock held 
         for the requisite period necessary to avoid a charge to the 
         Corporation's earnings for financial reporting purposes and valued 
         at Fair Market Value on the Exercise Date, or

                                    (iv)     to the extent the option is 
         exercised for vested shares, through a special sale and remittance 
         procedure pursuant to which the Optionee shall concurrently provide 
         irrevocable instructions (A) to a Corporation-designated brokerage 
         firm to effect the immediate sale of the purchased shares and remit 
         to the Corporation, out of the sale proceeds available on the 
         settlement date, sufficient funds to cover the aggregate exercise 
         price payable for the purchased shares plus all applicable Federal, 
         state and local income and employment taxes required to be withheld 
         by the Corporation by reason of such exercise and (B) to the 
         Corporation to deliver the certificates for the purchased shares 
         directly to such brokerage firm in order to complete the sale.

                  Except to the extent such sale and remittance procedure is 
utilized, payment of the exercise price for the purchased shares must be made 
on the Exercise Date.

                  B.       EXERCISE AND TERM OF OPTIONS. Each option shall be 
exercisable at such time or times, during such period and for such number of 
shares as shall be determined by the Plan Administrator and set forth in the 
documents evidencing the option. However, no option shall have a term in 
excess of ten (10) years measured from the option grant date.


                                       4



                  C.       EFFECT OF TERMINATION OF SERVICE.

                           1.       The following provisions shall govern the 
exercise of any options held by the Optionee at the time of cessation of 
Service or death:

                                    (i)      Any option outstanding at the 
         time of the Optionee's cessation of Service for any reason shall 
         remain exercisable for such period of time thereafter as shall be 
         determined by the Plan Administrator and set forth in the documents 
         evidencing the option, but no such option shall be exercisable after 
         the expiration of the option term.

                                    (ii)     Any option exercisable in whole 
         or in part by the Optionee at the time of death may be subsequently 
         exercised by the personal representative of the Optionee's estate or 
         by the person or persons to whom the option is transferred pursuant 
         to the Optionee's will or in accordance with the laws of descent and 
         distribution.

                                    (iii)    Should the Optionee's Service be 
         terminated for Misconduct, then all outstanding options held by the 
         Optionee shall terminate immediately and cease to be outstanding.

                                    (iv)     During the applicable 
         post-Service exercise period, the option may not be exercised in the 
         aggregate for more than the number of vested shares for which the 
         option is exercisable on the date of the Optionee's cessation of 
         Service. Upon the expiration of the applicable exercise period or 
         (if earlier) upon the expiration of the option term, the option 
         shall terminate and cease to be outstanding for any vested shares 
         for which the option has not been exercised. However, the option 
         shall, immediately upon the Optionee's cessation of Service, 
         terminate and cease to be outstanding to the extent the option is 
         not otherwise at that time exercisable for vested shares.

                           2.       The Plan Administrator shall have 
complete discretion, exercisable either at the time an option is granted or 
at any time while the option remains outstanding, to:

                                    (i)      extend the period of time for 
         which the option is to remain exercisable following the Optionee's 
         cessation of Service from the limited exercise period otherwise in 
         effect for that option to such greater period of time as the Plan 
         Administrator shall deem appropriate, but in no event beyond the 
         expiration of the option term, and/or

                                    (ii)     permit the option to be 
         exercised, during the applicable post-Service exercise period, not 
         only with respect to the number of vested shares of Common Stock for 
         which such option is exercisable at the time of the Optionee's 
         cessation of Service but also with respect to one or more additional 
         installments in which the Optionee would have vested had the 
         Optionee continued in Service.


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                  D.       STOCKHOLDER RIGHTS. The holder of an option shall 
have no stockholder rights with respect to the shares subject to the option 
until such person shall have exercised the option, paid the exercise price 
and become a holder of record of the purchased shares.

                  E.       REPURCHASE RIGHTS. The Plan Administrator shall 
have the discretion to grant options which are exercisable for unvested 
shares of Common Stock. Should the Optionee cease Service while holding such 
unvested shares, the Corporation shall have the right to repurchase, at the 
exercise price paid per share, any or all of those unvested shares. The terms 
upon which such repurchase right shall be exercisable (including the period 
and procedure for exercise and the appropriate vesting schedule for the 
purchased shares) shall be established by the Plan Administrator and set 
forth in the document evidencing such repurchase right

                  F.       LIMITED TRANSFERABILITY OF OPTIONS. During the 
lifetime of the Optionee, an option may, to the extent permitted by the Plan 
Administrator and in connection with the Optionee's estate plan, be assigned 
in whole or in part during the Optionee's lifetime to one or more members of 
the Optionee's immediate family or to a trust established exclusively for one 
or more such family members. The assigned portion may only be exercised by 
the person or persons who acquire a proprietary interest in the option 
pursuant to the assignment. The terms applicable to the assigned portion 
shall be the same as those in effect for the option immediately prior to such 
assignment and shall be set forth in such documents issued to the assignee as 
the Plan Administrator may deem appropriate.

         II.      CHANGE IN CONTROL

                  A.       Each option outstanding at the time of a Change in 
Control but not otherwise fully exercisable shall automatically accelerate so 
that each such option shall, immediately prior to the effective date of the 
Change in Control, become exercisable for all of the shares of Common Stock 
at the time subject to that option and may be exercised for any or all of 
those shares as fully-vested shares of Common Stock. However, an outstanding 
option shall not become exercisable on such an accelerated if and to the 
extent: (i) such option is, in connection with the Change in Control, to be 
assumed or otherwise continued in full force or effect by the successor 
corporation (or parent thereof) pursuant to the terms of the Change in 
Control transaction, (ii) such option is to be replaced with a cash incentive 
program of the successor corporation which preserves the spread existing at 
the time of the Corporate Transaction on the shares of Common Stock for which 
the option is not otherwise at that time exercisable and provides for 
subsequent payout in accordance with the same vesting schedule applicable to 
those option shares or (iii) the acceleration of such option is subject to 
other limitations imposed by the Plan Administrator at the time of the option 
grant.

                  B.       All outstanding repurchase rights shall also 
terminate automatically, and the shares of Common Stock subject to those 
terminated rights shall immediately vest in full, in the event of any Change 
in Control, except to the extent: (i) those repurchase rights are to be 
assigned to the successor corporation (or parent thereof) or (ii) such 
accelerated vesting is precluded by other limitations imposed by the Plan 
Administrator at the time the repurchase right is issued.


                                       6



                  C.       Immediately following the consummation of the 
Change in Control, all outstanding options shall terminate and cease to be 
outstanding, except to the extent assumed by the successor corporation (or 
parent thereof) or otherwise expressly continued in full force and effect 
pursuant to the terms of the Change in Control transaction.

                  D.       Each option which is assumed (or is otherwise to 
continue in effect) in connection with a Change in Control shall be 
appropriately adjusted, immediately after such Change in Control, to apply to 
the number and class of securities which would have been issuable to the 
Optionee in consummation of such Change in Control had the option been 
exercised immediately prior to such Change in Control. Appropriate 
adjustments to reflect such Change in Control shall also be made to (i) the 
exercise price payable per share under each outstanding option, provided the 
aggregate exercise price payable for such securities shall remain the same 
and (ii) the maximum number and/or class of securities available for issuance 
over the remaining term of the Plan.

                  E.       The Plan Administrator shall have full power and 
authority exercisable, either at the time the option is granted or at any 
time while the option remains outstanding, to provide for the accelerated 
vesting, in whole or in part, of one or more outstanding options under the 
Discretionary Option Grant Program automatically upon the occurrence of a 
Change in Control, whether or not those options are to be assumed or 
otherwise continued in full force and effect pursuant to the express terms of 
the Change in Control transaction. In addition, the Plan Administrator may 
structure one or more of the Corporation's repurchase rights under the 
Discretionary Option Grant Program so that those rights shall immediately 
terminate, in whole or in part, at the time of a Change in Control and shall 
not be assignable to the successor corporation (or parent thereof), and the 
shares subject to those terminated repurchase rights shall accordingly vest 
in full at the time of such Change in Control.

                  F.       The Plan Administrator shall have full power and 
authority exercisable, either at the time the option is granted or at any 
time while the option remains outstanding, to provide for the accelerated 
vesting, in whole or in part, of one or more outstanding options under the 
Discretionary Option Grant Program upon the Involuntary Termination of the 
Optionee's Service within a designated period (not to exceed twelve (12) 
months) following the effective date of any Change in Control in which those 
options do not otherwise accelerate. In addition, the Plan Administrator may 
structure one or more of the Corporation's repurchase rights under the 
Discretionary Option Grant Program so that those rights will immediately 
terminate at the time of such Involuntary Termination, and the shares subject 
to those terminated repurchase rights shall accordingly vest in full at that 
time.

                  G.       The outstanding options shall in no way affect the 
right of the Corporation to adjust, reclassify, reorganize or otherwise 
change its capital or business structure or to merge, consolidate, dissolve, 
liquidate or sell or transfer all or any part of its business or assets.


                                       7



         III.     CANCELLATION AND REGRANT OF OPTIONS

                  The Plan Administrator shall have the authority to effect, 
at any time and from time to time, with the consent of the affected option 
holders, the cancellation of any or all outstanding options under the 
Discretionary Option Grant Program and to grant in substitution new options 
covering the same or different number of shares of Common Stock but with an 
exercise price per share based on the Fair Market Value per share of Common 
Stock on the new grant date.


                                       8



                                  ARTICLE THREE

                             STOCK ISSUANCE PROGRAM

         I.       STOCK ISSUANCE TERMS

                  Shares of Common Stock may be issued under the Stock 
Issuance Program through direct and immediate issuances without any 
intervening option grants. Each such stock issuance shall be evidenced by a 
Stock Issuance Agreement which complies with the terms specified below. 
Shares of Common Stock may also be issued under the Stock Issuance Program 
pursuant to share right awards which entitle the recipients to receive those 
shares upon the attainment of designated performance goals.

                  A.       PURCHASE PRICE.

                           1.       The purchase price per share of Common 
Stock subject to direct issuance shall be fixed by the Plan Administrator, 
but shall not be less than one hundred percent (100%) of the Fair Market 
Value per share of Common Stock on the issuance date.

                           2.       Shares of Common Stock may be issued 
under the Stock Issuance Program for any of the following items of 
consideration which the Plan Administrator may deem appropriate in each 
individual instance:

                                    (i)      cash or check made payable to 
         the Corporation, or

                                    (ii)     past services rendered to the 
         Corporation (or any Parent or Subsidiary).

                  B.       VESTING/ISSUANCE PROVISIONS.

                           1.       The Plan Administrator may issue shares 
of Common Stock under the Stock Issuance Program which are fully and 
immediately vested upon issuance or which are to vest in one or more 
installments over the Participant's period of Service or upon attainment of 
specified performance objectives. Alternatively, the Plan Administrator may 
issue share right awards under the Stock Issuance Program which shall entitle 
the recipient to receive a specified number of shares of Common Stock upon 
the attainment of one or more performance goals established by the Plan 
Administrator. Upon the attainment of such performance goals, fully-vested 
shares of Common Stock shall be issued in satisfaction of those share right 
awards.

                           2.       Any new, substituted or additional 
securities or other property (including money paid other than as a regular 
cash dividend) which the Participant may have the right to receive with 
respect to his or her unvested shares of Common Stock by reason of any stock 
dividend, stock split, recapitalization, combination of shares, exchange of 
shares or other change affecting the outstanding Common Stock as a class 
without the Corporation's receipt of consideration shall be issued subject to 
(i) the same vesting requirements applicable to the Participant's unvested 
shares of Common Stock and (ii) such escrow arrangements as the Plan 
Administrator shall deem appropriate.


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                           3.       The Participant shall have full 
stockholder rights with respect to any shares of Common Stock issued to the 
Participant under the Stock Issuance Program, whether or not the 
Participant's interest in those shares is vested. Accordingly, the 
Participant shall have the right to vote such shares and to receive any 
regular cash dividends paid on such shares.

                           4.       Should the Participant cease to remain in 
Service while holding one or more unvested shares of Common Stock issued 
under the Stock Issuance Program or should the performance objectives not be 
attained with respect to one or more such unvested shares of Common Stock, 
then those shares shall be immediately surrendered to the Corporation for 
cancellation, and the Participant shall have no further stockholder rights 
with respect to those shares. To the extent the surrendered shares were 
previously issued to the Participant for consideration paid in cash or cash 
equivalent (including the Participant's purchase-money indebtedness), the 
Corporation shall repay to the Participant the cash consideration paid for 
the surrendered shares and shall cancel the unpaid principal balance of any 
outstanding purchase-money note of the Participant attributable to the 
surrendered shares.

                           5.       The Plan Administrator may in its 
discretion waive the surrender and cancellation of one or more unvested 
shares of Common Stock (or other assets attributable thereto) which would 
otherwise occur upon the cessation of the Participant's Service or the 
non-attainment of the performance objectives applicable to those shares. Such 
waiver shall result in the immediate vesting of the Participant's interest in 
the shares of Common Stock as to which the waiver applies. Such waiver may be 
effected at any time, whether before or after the Participant's cessation of 
Service or the attainment or non-attainment of the applicable performance 
objectives.

                           6.       Outstanding share right awards under the 
Stock Issuance Program shall automatically terminate, and no shares of Common 
Stock shall actually be issued in satisfaction of those awards, if the 
performance goals established for such awards are not attained. The Plan 
Administrator, however, shall have the discretionary authority to issue 
shares of Common Stock in satisfaction of one or more outstanding share right 
awards as to which the designated performance goals are not attained.

         II.      CHANGE IN CONTROL

                  A.       All of the Corporation's outstanding repurchase 
rights under the Stock Issuance Program shall terminate automatically, and 
all the shares of Common Stock subject to those terminated rights shall 
immediately vest in full, in the event of any Change in Control, except to 
the extent (i) those repurchase rights are to be assigned to the successor 
corporation (or parent thereof) or are otherwise to continue in full force 
and effect pursuant to the express terms of the Change in Control transaction 
or (ii) such accelerated vesting is precluded by other limitations imposed in 
the Stock Issuance Agreement.


                                       10



                  B.       The Plan Administrator shall have the 
discretionary authority, exercisable either at the time the unvested shares 
are issued or any time while the Corporation's repurchase rights remain 
outstanding under the Stock Issuance Program, to provide that those rights 
shall automatically terminate in whole or in part upon the occurrence of a 
Change in Control and shall not be assignable to the successor corporation 
(or parent thereof), and the shares of Common Stock subject to those 
terminated rights shall immediately vest at the time of such Change in 
Control.

                  C.       The Plan Administrator shall have the 
discretionary authority, exercisable either at the time the unvested shares 
are issued or any time while the Corporation's repurchase rights remain 
outstanding under the Stock Issuance Program, to provide that those rights 
shall automatically terminate in whole or in part, and the shares of Common 
Stock subject to those terminated rights shall immediately vest upon the 
Involuntary Termination of the Participant's Service within a designated 
period (not to exceed twelve (12) months) following the effective date of any 
Change in Control in which those repurchase rights are assigned to the 
successor corporation (or parent thereof),

         III.     SHARE ESCROW/LEGENDS

                  Unvested shares may, in the Plan Administrator's 
discretion, be held in escrow by the Corporation until the Participant's 
interest in such shares vests or may be issued directly to the Participant 
with restrictive legends on the certificates evidencing those unvested shares.


                                       11



                                  ARTICLE FOUR

                                  MISCELLANEOUS

         I.       FINANCING

                  The Plan Administrator may permit any Optionee or 
Participant to pay the option exercise price under the Discretionary Option 
Grant Program or the purchase price of shares issued under the Stock Issuance 
Program by delivering a full-recourse, interest bearing promissory note 
payable in one or more installments. The terms of any such promissory note 
(including the interest rate and the terms of repayment) shall be established 
by the Plan Administrator in its sole discretion. In no event may the maximum 
credit available to the Optionee or Participant exceed the sum of (i) the 
aggregate option exercise price or purchase price payable for the purchased 
shares (less the par value of those shares) plus (ii) any Federal, state and 
local income and employment tax liability incurred by the Optionee or the 
Participant in connection with the option exercise or share purchase.

         II.      TAX WITHHOLDING

         The Corporation's obligation to deliver shares of Common Stock upon 
the exercise of options or the issuance or vesting of such shares under the 
Plan shall be subject to the satisfaction of all applicable Federal, state 
and local income and employment tax withholding requirements.

         III.     EFFECTIVE DATE AND TERM OF THE PLAN

                  A.       The Discretionary Option Grant and Stock Issuance 
Programs shall become effective immediately upon the Plan Effective Date. 
Options may be granted under the Discretionary Option Grant Program at any 
time on or after the Plan Effective Date.

                  B.       The Plan shall terminate upon the earliest of (i) 
April 8, 2009, (ii) the date on which all shares available for issuance under 
the Plan shall have been issued as fully-vested shares or (iii) the 
termination of all outstanding options in connection with a Change in 
Control. Upon such plan termination, all outstanding option grants and 
unvested stock issuances shall thereafter continue to have force and effect 
in accordance with the provisions of the documents evidencing such grants or 
issuances.

         IV.      AMENDMENT OF THE PLAN

                  A.       The Board shall have complete and exclusive power 
and authority to amend or modify the Plan in any or all respects. However, no 
such amendment or modification shall adversely affect the rights and 
obligations with respect to stock options or unvested stock issuances at the 
time outstanding under the Plan unless the Optionee or the Participant 
consents to such amendment or modification. In addition, certain amendments 
may require stockholder approval pursuant to applicable laws or regulations.


                                       12



         V.       USE OF PROCEEDS

                  Any cash proceeds received by the Corporation from the sale 
of shares of Common Stock under the Plan shall be used for general corporate 
purposes.

         VI.      NO EMPLOYMENT/SERVICE RIGHTS

                  Nothing in the Plan shall confer upon the Optionee or the 
Participant any right to continue in Service for any period of specific 
duration or interfere with or otherwise restrict in any way the rights of the 
Corporation (or any Parent or Subsidiary employing or retaining such person) 
or of the Optionee or the Participant, which rights are hereby expressly 
reserved by each, to terminate such person's Service at any time for any 
reason, with or without cause.


                                       13



                                    APPENDIX 

                  The following definitions shall be in effect under the Plan:

         A.       BOARD shall mean the Corporation's Board of Directors.

         B.       CHANGE IN CONTROL shall mean any of the following 
transactions:

                           (i)      a merger or consolidation approved by the 
         Corporation's stockholders in which securities possessing more than 
         fifty percent (50%) of the total combined voting power of the 
         Corporation's outstanding securities are transferred to a person or 
         persons different from the persons holding those securities 
         immediately prior to such transaction,

                           (ii)     any stockholder-approved sale, transfer 
         or other disposition of all or substantially all of the 
         Corporation's assets in complete liquidation or dissolution of the 
         Corporation, or

                           (iii)    the acquisition, directly or indirectly 
         by any person or related group of persons (other than the 
         Corporation or a person that directly or indirectly controls, is 
         controlled by, or is under common control with, the Corporation), of 
         beneficial ownership (within the meaning of Rule 13d-3 of the 1934 
         Act) of securities possessing more than fifty percent (50%) of the 
         total combined voting power of the Corporation's outstanding 
         securities pursuant to a tender or exchange offer made directly to 
         the Corporation's stockholders.

                  In no event shall any direct issuance of securities by the 
         Corporation effected primarily for the purpose of raising additional 
         capital or funding for the business operations of the Corporation or 
         any Parent or Subsidiary be deemed to constitute a Change in Control.

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

         D.       COMMITTEE shall mean a committee of one (1) or more Board 
members appointed by the Board to administer the Discretionary Option Grant 
and Stock Issuance Programs.

         E.       COMMON STOCK shall mean the Corporation's common stock.

         F.       CORPORATION shall mean DoubleClick Inc., a Delaware 
corporation, and its successors.

         G.       DISCRETIONARY OPTION GRANT PROGRAM shall mean the 
discretionary option grant program in effect under the Plan.

         H.       EMPLOYEE shall mean an individual who is in the employ of 
the Corporation (or any Parent or Subsidiary), subject to the control and 
direction of the employer entity as to both the work to be performed and the 
manner and method of performance.


                                       A-1



         I.       EXERCISE DATE shall mean the date on which the Corporation 
shall have received written notice of the option exercise.

         J.       FAIR MARKET VALUE per share of Common Stock on any relevant 
date shall be determined in accordance with the following provisions:

                           (i)      If the Common Stock is at the time traded 
         on the Nasdaq National Market, then the Fair Market Value shall be 
         deemed equal to the closing selling price per share of Common Stock 
         on the date in question, as such price is reported on the Nasdaq 
         National Market or any successor system. If there is no closing 
         selling price for the Common Stock on the date in question, then the 
         Fair Market Value shall be the closing selling price on the last 
         preceding date for which such quotation exists.

                           (ii)     If the Common Stock is at the time listed 
         on any Stock Exchange, then the Fair Market Value shall be deemed 
         equal to the closing selling price per share of Common Stock on the 
         date in question on the Stock Exchange determined by the Plan 
         Administrator to be the primary market for the Common Stock, as such 
         price is officially quoted in the composite tape of transactions on 
         such exchange. If there is no closing selling price for the Common 
         Stock on the date in question, then the Fair Market Value shall be 
         the closing selling price on the last preceding date for which such 
         quotation exists.

         K.       INVOLUNTARY TERMINATION shall mean the termination of the 
Service of any individual which occurs by reason of:

                           (i)      such individual's involuntary dismissal 
         or discharge by the Corporation for reasons other than Misconduct, or

                           (ii)     such individual's voluntary resignation 
         following (A) a change in his or her position with the Corporation 
         which materially reduces his or her duties and responsibilities or 
         the level of management to which he or she reports, (B) a reduction 
         in his or her level of compensation (including base salary, fringe 
         benefits and target bonus under any performance based bonus or 
         incentive programs) by more than fifteen percent (15%) or (C) a 
         relocation of such individual's place of employment by more than 
         fifty (50) miles, provided and only if such change, reduction or 
         relocation is effected by the Corporation without the individual's 
         consent.

         L.       MISCONDUCT shall mean the commission of any act of fraud, 
embezzlement or dishonesty by the Optionee or Participant, any unauthorized 
use or disclosure by such person of confidential information or trade secrets 
of the Corporation (or any Parent or Subsidiary), or any other intentional 
misconduct by such person adversely affecting the business or affairs of the 
Corporation (or any Parent or Subsidiary) in a material manner. The foregoing 
definition shall not be deemed to be inclusive of all the acts or omissions 
which the Corporation (or any Parent or Subsidiary) may consider as grounds 
for the dismissal or discharge of any Optionee, Participant or other person 
in the Service of the Corporation (or any Parent or Subsidiary).


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         M.       1934 ACT shall mean the Securities Exchange Act of 1934, as 
amended.

         N.       NON-STATUTORY OPTION shall mean an option not intended to 
satisfy the requirements of Code Section 422.

         O.       OPTIONEE shall mean any person to whom an option is granted 
under the Discretionary Option Grant.

         P.       PARENT shall mean any corporation (other than the 
Corporation) in an unbroken chain of corporations ending with the 
Corporation, provided each corporation in the unbroken chain (other than the 
Corporation) owns, at the time of the determination, stock possessing fifty 
percent (50%) or more of the total combined voting power of all classes of 
stock in one of the other corporations in such chain.

         Q.       PARTICIPANT shall mean any person who is issued shares of 
Common Stock under the Stock Issuance Program.

         R.       PERMANENT DISABILITY OR PERMANENTLY DISABLED shall mean the 
inability of the Optionee or the Participant to engage in any substantial 
gainful activity by reason of any medically determinable physical or mental 
impairment expected to result in death or to be of continuous duration of 
twelve (12) months or more.

         S.       PLAN shall mean the Corporation's 1999 Non-Officer Stock 
Option/Stock Issuance Plan, as set forth in this document.

         T.       PLAN ADMINISTRATOR shall mean the particular entity, 
whether the Board or the Committee, which is authorized to administer the 
Discretionary Option Grant and Stock Issuance Programs.

         U.       PLAN EFFECTIVE DATE shall mean April 9, 1999 the date on 
which the Plan was adopted by the Board.

         V.       SERVICE shall mean the performance of services for the 
Corporation (or any Parent or Subsidiary) by a person in the capacity of an 
Employee, a consultant or an independent advisor, except to the extent 
otherwise specifically provided in the documents evidencing the option grant 
or stock issuance.

         W.       STOCK EXCHANGE shall mean either the American Stock 
Exchange or the New York Stock Exchange.

         X.       STOCK ISSUANCE AGREEMENT shall mean the agreement entered 
into by the Corporation and the Participant at the time of issuance of shares 
of Common Stock under the Stock Issuance Program.

         Y.       STOCK ISSUANCE PROGRAM shall mean the stock issuance 
program in effect under the Plan.


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         Z.       SUBSIDIARY shall mean any corporation (other than the 
Corporation) in an unbroken chain of corporations beginning with the 
Corporation, provided each corporation (other than the last corporation) in 
the unbroken chain owns, at the time of the determination, stock possessing 
fifty percent (50%) or more of the total combined voting power of all classes 
of stock in one of the other corporations in such chain.


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