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Published: 2008-03-26

1999 Stock Option Plan For Non-Employee Directors - CMGI Inc.



                                  CMGI, INC.

                  Amended And Restated 1999 Stock Option Plan
                          For Non-Employee Directors

                            As Amended And Restated
                  By The Board Of Directors On April 6, 2001


1.   Purpose.
     ------- 

The purpose of this 1999 Stock Option Plan for Non-Employee Directors 
(the "Plan") of CMGI, Inc. (the "Company") is to encourage ownership 
in the Company by non-employee directors of the Company whose continued 
services are considered essential to the Company's future progress and 
to provide them with a further incentive to remain as directors of the 
Company.

2.   Administration.
     -------------- 

The Board of Directors (the "Board") shall supervise and administer the
Plan.  All questions concerning interpretation of the Plan or any 
options granted under it shall be resolved by the Board of Directors 
and such resolution shall be final and binding upon all persons having 
an interest in the Plan.  The Board of Directors may, to the full 
extent permitted by or consistent with applicable laws or regulations, 
delegate any or all of its powers under the Plan to a committee 
appointed by the Board of Directors, and if a committee is so appointed, 
all references to the Board of Directors in the Plan shall mean and
relate to such committee.

3.   Eligibility.
     ----------- 

There shall be eligible to receive options under the Plan each director of
the Company who:  (i) is not an employee of the Company or any of its
subsidiaries or affiliates, or (ii) unless otherwise determined by the 
Board, is not an affiliate (as such term is defined in Rule 144(a)(1) 
promulgated under the Securities Act of 1933), employee, representative, 
or designee of an institutional or corporate investor in the Company 
(an "Affiliated Director").

4.   Stock Subject to the Plan.
     ------------------------- 

(a)  A total of 2,000,000 shares of the Company's Common Stock, par 
value $.01 per share ("Common Stock") may be issued under the Plan 
(as adjusted through April 6, 2001), subject to adjustment as provided 
in Section 7.

(b)  All options granted under the Plan shall be non-statutory options 
not entitled to special tax treatment under Section 422 of the Internal 
Revenue Code of 1986, as amended.

 
5.   Terms, Conditions and Form of Options.
     ------------------------------------- 

Each option granted under the Plan shall be evidenced by a written
agreement in such form as the Board of Directors shall from time to time
approve, which agreements shall comply with and be subject to the following
terms and conditions:

(a)  (i)    Initial Grants.  Each eligible director who is elected for the
                 --------------                                                
first time to the Board of Directors of the Company after this Plan is adopted
by the Board of Directors shall be granted, upon the date of such initial
election, an option to acquire 200,000 shares of Common Stock under the Plan
(the "Initial Option") (as adjusted through April 6, 2001), provided that if
such initial election occurs prior to the approval of the Plan by the
stockholders of the Company, such option may, at the discretion of the Board, be
granted on the date of such approval.  Each Affiliated Director who ceases to be
an Affiliated Director and is not otherwise an employee of the Company or any of
its subsidiaries or affiliates shall be granted, on the date such director
ceases to be an Affiliated Director but remains as a member of the Board or
Directors, an Initial Option to acquire 200,000 shares of Common Stock under the
Plan (as adjusted through April 6, 2001).

          (ii)   Annual Grants.  On the first anniversary of the grant of the
                 -------------                                               
Initial Option to an eligible director, and on each subsequent anniversary
thereof, the Company shall grant to such eligible director an option to purchase
24,000 shares of Common Stock (an "Annual Option") (as adjusted through April 6,
2001), provided that such eligible director serves as a member of the Board on
the applicable anniversary date.  In addition, for any eligible director who has
received an option under the 1995 Stock Option Plan for Non-Employee Directors
(the "1995 Plan") upon his first becoming elected to the Board, the Company
shall, on the later of (i) the second anniversary of the date on which the
option was granted under the 1995 Plan and (ii) the date of approval of the Plan
by the stockholders of the Company, and on each subsequent anniversary date
thereof, grant to such eligible director an Annual Option, provided that such
eligible director serves as a member of the Board on the applicable anniversary
date.

          (iii)  Additional Shares.  The Board may, in its discretion, increase
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to up to 200,000 (as adjusted through April 6, 2001) the aggregate number of
shares of Common Stock that may be subject to an Initial Option and/or Annual
Options covering any vesting period of up to 48 months that may be granted to an
eligible director after the date of such increase, provided that the maximum
number of shares of Common Stock that may vest in any 48 month period shall not
exceed 200,000 (as adjusted through April 6, 2001).

     (b)  Option Exercise Price.  The option exercise price per share for each 
          ---------------------           
option granted under the Plan shall equal (i) the closing price of the Common
Stock on any national securities exchange on which the Common Stock is listed,
(ii) the closing price of the Common Stock on the Nasdaq National Market or
(iii) the average of the closing bid and asked prices of the Common Stock in the
over-the-counter market, whichever is applicable, on the date of grant. If no
sales of Common Stock were made on the date of grant, the price of the Common
Stock shall be the reported price for the next preceding day on which sales were
made.

     (c)  Transferability of Options.  Except as the Board may otherwise provide
          --------------------------                                            
in an option granted under the Plan, any option granted under the Plan to an
optionee shall not be transferable by the optionee other than (i) by will or the
laws of descent and distribution, (ii) 

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pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act, or the rules thereunder, or
(iii) to any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, sister-in-law, niece, nephew or other person
sharing the director's household (other than a parent or employee) (a "Family
Member"), or any trust in which Family Members have more than 50% of the
beneficial interest, any foundation in which Family Members (or the optionee)
control the management of assets, and any other entity in which Family Members
(or the optionee) have more than a 50% aggregate voting interest. References to
an optionee, to the extent relevant in the context, shall include references to
authorized transferees.

     (d)  Time and Manner of Exercise.
          --------------------------- 

          (i)    Vesting.
                 ------- 

                 (a)  Each Initial Option granted under the Plan shall vest and
become exercisable as to 1/36/th/ of the number of shares originally subject to
the option on each monthly anniversary date of the date of grant, provided that
the optionee serves as a director on such monthly anniversary date.

                 (b)  Each Annual Option granted under the Plan to a director
who received an Initial Option under the Plan shall vest and become exercisable
as to 1/12/th/ of the number of shares originally subject to the option on each
monthly anniversary date of the date of grant commencing on the 37/th/ monthly
anniversary date of the date of grant of such Annual Option; provided that the
optionee serves as a director on such monthly anniversary date. The first Annual
Option granted under the Plan to a director who previously received an option
under the 1995 Plan shall vest and become exercisable as to 1/12/th/ of the
number of shares originally subject to the option on each monthly anniversary
date of the date of grant, commencing the first month following the date the
option granted under the 1995 Plan becomes fully exercisable; provided that the
optionee serves as a director on such monthly anniversary date. Each subsequent
Annual Option granted under the Plan to a director who previously received an
option under the 1995 Plan shall vest and become exercisable as to 1/12/th/ of
the number of shares originally subject to the option on each monthly
anniversary date of the date of grant, commencing the first month following the
date the Annual Option granted next prior to such option becomes fully
exercisable; provided that the optionee serves as a director on such monthly
anniversary date.

          (ii)   Termination.  Except as otherwise provided in the applicable
                 -----------                                                 
option agreement, each option shall expire on the date ten years after the date
of grant of such option (the "Expiration Date"), provided that if the optionee
ceases to serve as a director of the Company prior to such Expiration Date, each
option shall remain exercisable thereafter and up to but not after the
Expiration Date, but may be exercised only to the extent it was exercisable at
the time of the optionee's cessation of service as a director.

          (iii)  Change in Control.  All outstanding options granted under the
                 -----------------                                            
Plan shall immediately become exercisable in full upon a Change in Control (as
defined in Section 8).

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          (iv)   Exercise Procedure.  An option may be exercised in whole or in
                 ------------------                                            
part, to the extent it is then exercisable, only by written notice to the
Company at its principal office accompanied by (i) payment in cash or by check
of the full exercise price for the shares as to which it is exercised, (ii)
delivery of outstanding shares of Common Stock (which have been outstanding for
at least six months) having a fair market value on the last business day
preceding the date of exercise equal to the option exercise price, (iii) an
irrevocable undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price or delivery of irrevocable
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price, (iv) payment by such other means
as may be approved by the Board, or (v) any combination of the foregoing.

          (v)    Exercise by Representative Following Death of Director.  An
                 ------------------------------------------------------     
optionee, by written notice to the Company, may designate one or more persons
(and from time to time change such designation), including his or her legal
representative, who, by reason of the optionee's death, shall acquire the right
to exercise all or a portion of the option.  If the person or persons so
designated wish to exercise any portion of the option, they must do so within
the term of the option as provided herein.  Any exercise by a representative
shall be subject to the provisions of the Plan.

          (vi)   Withholding Taxes.  An optionee shall pay to the Company, or 
                 -----------------           
make provisions satisfactory to the Company for payment of, any taxes required
by law to be withheld upon any exercise of an option granted under the Plan, no
later than the date of the event creating such tax liability. In the Board's
discretion, such tax obligation may be paid in whole or in part in shares of
Common Stock, including shares retained from the exercise of the option, valued
at the then fair market value.

6.   Limitation of Rights.
     -------------------- 

     (a)  No Right to Continue as a Director.  Neither the Plan, nor the 
          ----------------------------------                  
granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Company will retain the optionee as a director for any period of time.

     (b)  No Stockholders' Rights for Options.  An optionee shall have no rights
          -----------------------------------                                   
as a stockholder with respect to the shares covered by his or her option until
the date of the issuance to him or her of a stock certificate therefor, and no
adjustment will be made for dividends or other rights (except as provided in
Section 7) for which the record date is prior to the date such certificate is
issued.

     (c)  Compliance with Securities Laws.  Each option shall be subject to the
          -------------------------------                                      
requirement that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject to such option
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental or regulatory body, or the disclosure of non-
public information or the satisfaction of any other condition is necessary as a
condition of, or in connection with, the issuance or purchase of shares
thereunder, such option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval, or satisfaction of
such condition shall have been effected or obtained on conditions acceptable to
the Board of Directors.  Nothing herein shall be deemed to 

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require the Company to apply for or to obtain such listing, registration or
qualification, or to satisfy such condition.

7.   Adjustment Provisions for Mergers, Recapitalizations and Related
     ----------------------------------------------------------------
Transactions.
------------ 

     If, through or as a result of any merger, consolidation, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split, or other similar transaction, (i) the outstanding shares of Common Stock
are exchanged for a different number or kind of securities of the Company or of
another entity, or (ii) additional shares or new or different shares or other
securities of the Company are distributed with respect to such shares of Common
Stock, the Board of Directors shall make an appropriate and proportionate
adjustment in (v) the maximum number and kind of shares reserved for issuance
under the Plan, (w) the number and kind of shares subject to future grants of
Initial Options and Annual Options, (x) the share limitation set forth in
Section 5(a)(iii) hereof, (y) the number and kind of shares or other securities
subject to then outstanding options under the Plan, and (z) the price for each
share subject to any then outstanding options under the Plan (without changing
the aggregate purchase price for such options), to the end that each option
shall be exercisable, for the same aggregate exercise price, for such securities
as such optionholder would have held immediately following such event if he had
exercised such option immediately prior to such event.  No fractional shares
will be issued under the Plan on account of any such adjustments.

8.   Change in Control.
     ----------------- 

     For purposes hereof, "Change in Control" means an event or occurrence set
forth in any one or more of subsections (a) through (d) below (including an
event or occurrence that constitutes a Change in Control under one of such
subsections but is specifically exempted from another such subsection):

     (a)  the acquisition by an individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial ownership of any
capital stock of the Company if, after such acquisition, such Person
beneficially owns (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) a majority or more of either (i) the then outstanding shares of
common stock of the Company (the "Outstanding Company Common Stock") or (ii) the
combined voting power of the then outstanding securities of the Company entitled
to vote generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this subsection (a), the
              --------                                                        
following acquisitions shall not constitute a Change in Control: (i) any
acquisition directly from the Company (excluding an acquisition pursuant to the
exercise, conversion or exchange of any security exercisable for, convertible
into or exchangeable for common stock or voting securities of the Company,
unless the Person exercising, converting or exchanging such security acquired
such security directly from the Company or an underwriter or agent of the
Company), (ii) any acquisition by the Company, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company, or (iv) any Business Combination
(as defined below) excepted from subsection (c) of this Section 8 by the proviso
set forth therein; or

     (b)  such time as the Continuing Directors (as defined below) do not
constitute a majority of the Board (or, if applicable, the Board of Directors of
a successor corporation to the 

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Company), where the term "Continuing Director" means at any date a member of the
Board (i) who was a member of the Board on the date of adoption of this Plan or
(ii) who was nominated or elected subsequent to such date by at least a majority
of the directors who were Continuing Directors at the time of such nomination or
election or whose election to the Board was recommended or endorsed by at least
a majority of the directors who were Continuing Directors at the time of such
nomination or election; provided, however, that there shall be excluded from
this clause (ii) any individual whose initial assumption of office occurred as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents, by or on behalf of a person other than the Board; or

     (c)  the consummation of a merger, consolidation, reorganization,
recapitalization or statutory share exchange involving the Company or a sale or
other disposition of all or substantially all of the assets of the Company (a
"Business Combination"), provided, that no such Business Combination shall
constitute a Change in Control if, immediately following such Business
Combination, all or substantially all of the individuals and entities who were
the beneficial owners of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, at least a majority of the then
outstanding shares of common stock and the combined voting power of the then
outstanding securities entitled to vote generally in the election of directors,
respectively, of the resulting or acquiring corporation in such Business
Combination (which shall include, without limitation, a corporation which as a
result of such transaction owns the Company or substantially all of the
Company's assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such
Business Combination, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, respectively; or

     (d)  approval by the stockholders of the Company of a complete liquidation
or dissolution of the Company.

9.   Termination and Amendment of the Plan.
     ------------------------------------- 

     The Board of Directors may suspend or terminate the Plan or amend it in any
respect whatsoever.  In addition, the Board may, in its discretion, accelerate
the vesting of any option or options granted under the Plan.  Without limiting
the foregoing, if the Financial Accounting Standards Board implements changes to
the manner on which companies are required to account for grants of options to
directors and the Board determines that grants of fully vested options to
directors would have desirable accounting benefits to the Company, this Plan
shall be amended to provide that, from and after such amendment: (i) the Initial
Option shall cover 25,666 shares, (ii) Annual Options shall cover 6,666 shares,
(iii) all such options shall be fully vested upon grant and (iv) all such
options shall have a five-year term and shall remain exercisable during the
entire five-year term of the options.

                                   * * * * *

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