{"id":38295,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1998-directors-stock-option-plan-marketwatch-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1998-directors-stock-option-plan-marketwatch-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1998-directors-stock-option-plan-marketwatch-com-inc.html","title":{"rendered":"1998 Directors Stock Option Plan &#8211; MarketWatch.com Inc."},"content":{"rendered":"<pre>                              MARKETWATCH.COM, INC.\n\n                        1998 DIRECTORS STOCK OPTION PLAN\n\n                          As Adopted September 8, 1998\n\n\n     1.   PURPOSE. This 1998 Directors Stock Option Plan (this 'PLAN') is\nestablished to provide equity incentives for certain nonemployee members of the\nBoard of Directors of MarketWatch.com, Inc. (the 'Company'), who are described\nin Section 6.1 below, by granting such persons options to purchase shares of\nstock of the Company.\n\n     2.   ADOPTION AND STOCKHOLDER APPROVAL. After this Plan is adopted by the\nBoard of Directors of the Company (the 'BOARD'), this Plan will become effective\non the time and date (the 'EFFECTIVE DATE') on which the registration statement\nfiled by the Company with the Securities and Exchange Commission ('SEC') under\nthe Securities Act of 1933, as amended (the 'SECURITIES ACT'), to register the\ninitial public offering of the Company's Common Stock is declared effective by\nthe SEC. This Plan shall be approved by the stockholders of the Company,\nconsistent with applicable laws, within twelve (12) months after the date this\nPlan is adopted by the Board.\n\n     3.   TYPES OF OPTIONS AND SHARES. Options granted under this Plan shall be\nnon-qualified stock options ('NQSOS'). The shares of stock that may be purchased\nupon exercise of Options granted under this Plan (the 'SHARES') are shares of\nthe Common Stock of the Company.\n\n     4.   NUMBER OF SHARES. The maximum number of Shares that may be issued\npursuant to Options granted under this Plan (the 'MAXIMUM NUMBER') is 50,000\nShares, subject to adjustment as provided in this Plan. If any Option is\nterminated for any reason without being exercised in whole or in part, the\nShares thereby released from such Option shall be available for purchase under\nother Options subsequently granted under this Plan. At all times during the term\nof this Plan, the Company shall reserve and keep available such number of Shares\nas shall be required to satisfy the requirements of outstanding Options granted\nunder this Plan; provided, however that if the aggregate number of Shares\nsubject to outstanding Options granted under this Plan plus the aggregate number\nof Shares previously issued by the Company pursuant to the exercise of Options\ngranted under this Plan equals or exceeds the Maximum Number, then\nnotwithstanding anything herein to the contrary, no further Options may be\ngranted under this Plan until the Maximum Number is increased or the aggregate\nnumber of Shares subject to outstanding Options granted under this Plan plus the\naggregate number of Shares previously issued by the Company pursuant to the\nexercise of Options granted under this Plan is less than the Maximum Number.\n\n     5.  ADMINISTRATION. This Plan shall be administered by the Board or by a\ncommittee of not less than two members of the Board appointed to administer this\nPlan (the 'COMMITTEE'). As used in this Plan, references to the Committee shall\nmean either such Committee or the Board if no Committee has been established.\nThe interpretation by the Committee of any of the provisions of this Plan or any\nOption granted under this Plan shall be final and binding upon the Company and\nall persons having an interest in any Option or any Shares purchased pursuant to\nan Option.\n\n     6.  ELIGIBILITY AND AWARD FORMULA.\n\n          6.1  Eligibility. Options shall be granted only to directors of the\nCompany who are not employees of the Company or any Parent, Subsidiary or\nAffiliate of the Company, as those terms are defined in Section 17 below (each\nsuch person referred to as an 'OPTIONEE'); provided, however, that\nrepresentatives of (i) venture capital funds that hold voting stock of the\nCompany; (ii) corporate investors holding more than 10% of the Company's voting\nstock; (iii) CBS Broadcasting Inc. or its Affiliates; and (iv) Data Broadcasting\nCorporation or its Affiliates shall not be eligible to be granted options under\nthis Plan.\n\n\n\n\n          6.2  Initial Grant. Each Optionee who first becomes a member of the\nBoard on or after the Effective Date will automatically be granted an Option for\n10,000 Shares (an 'INITIAL GRANT') on the later of the Effective Date or on the\ndate such Optionee first becomes a member of the Board.\n\n          6.3  Succeeding Grants. At each Annual Meeting of the Company, each\nOptionee will automatically be granted an Option for 2,000 Shares (a\n'SUCCEEDING GRANT'), provided the Optionee is a member of the Board on such date\nand has served continuously as a member of the Board since the date of such\nOptionee's Initial Grant or, if such Optionee was ineligible to receive an\nInitial Grant, since the Effective Date.\n\n     7.   TERMS AND CONDITIONS OF OPTIONS. Subject to the following and to\n          Section 6 above:\n\n          7.1  Form of Option Grant. Each Option granted under this Plan shall\nbe evidenced by a written Stock Option Grant ('GRANT') in such form (which need\nnot be the same for each Optionee) as the Committee shall from time to time\napprove, which Grant shall comply with and be subject to the terms and\nconditions of this Plan.\n\n          7.2  Vesting. The date an Optionee receives an Initial Grant or a\nSucceeding Grant is referred to in this Plan as the 'START DATE' for such\nOption.\n\n               (a)  Initial Grants. Each Initial Grant will vest as to\nthirty-three and one-third percent (33-1\/3%) of the Shares on each anniversary\nof the Start Date for such Initial Grant, so long as the Optionee continuously\nremains a director or a consultant of the Company.\n\n               (b)  Succeeding Grants. Each Succeeding Grant will vest as\nthirty-three and one-third percent (33-1\/3%) of the Shares on each anniversary\nof the Start Date for such Succeeding Grant, so long as the Optionee\ncontinuously remains a director or a consultant of the Company.\n\n          7.3  Exercise Price. The exercise price of an Option shall be the Fair\nMarket Value (as defined in Section 17.4) of the Shares, at the time that the\nOption is granted.\n\n          7.4  Termination of Option. Except as provided below in this Section,\neach Option shall expire ten (10) years after its Start Date (the 'EXPIRATION\nDATE'). The Option shall cease to vest when the Optionee ceases to be a member\nof the Board or a consultant of the Company. The date on which the Optionee\nceases to be a member of the Board or a consultant of the Company shall be\nreferred to as the 'TERMINATION Date'. An Option may be exercised after the\nTermination Date only as set forth below:\n\n               (a)  Termination Generally. If the Optionee ceases to be a member\nof the Board or a consultant of the Company for any reason except death of the\nOptionee or disability of the Optionee (whether temporary or permanent, partial\nor total, as determined by the Committee), then each Option then held by such\nOptionee, to the extent (and only to the extent) that it would have been\nexercisable by the Optionee on the Termination Date, may be exercised by the\nOptionee no later than seven (7) months after the Termination Date, but in no\nevent later than the Expiration Date.\n\n               (b)  Death or Disability. If the Optionee ceases to be a member\nof the Board or a consultant of the Company because of the death of the Optionee\nor the disability of the Optionee (whether temporary or permanent, partial or\ntotal, as determined by the Committee), then each Option then held by such\nOptionee to the extent (and only to the extent) that it would have been\nexercisable by the Optionee on the Termination Date, may be exercised by the\nOptionee (or the Optionee's legal representative) no later than twelve (12)\nmonths after the Termination Date, but in no event later than the Expiration\nDate.\n\n\n                                      -2-\n\n\n\n     8.   EXERCISE OF OPTIONS.\n\n          8.1  Exercise Period. Subject to the provisions of Section 8.5 below,\nOptions shall be exercisable as they vest; provided that the Committee may\nprovide that such Options shall be immediately exercisable subject to repurchase\nin accordance with the vesting schedule set forth in Section 7.\n\n          8.2  Notice. Options may be exercised only by delivery to the Company\nof an exercise agreement in a form approved by the Committee stating the number\nof Shares being purchased, the restrictions imposed on the Shares and such\nrepresentations and agreements regarding the Optionee's investment intent and\naccess to information as may be required by the Company to comply with\napplicable securities laws, together with payment in full of the exercise price\nfor the number of Shares being purchased.\n\n          8.3  Payment. Payment for the Shares purchased upon exercise of an\nOption may be made (a) in cash or by check; (b) by surrender of shares of Common\nStock of the Company that have been owned by the Optionee for more than six (6)\nmonths (and which have been paid for within the meaning of SEC Rule 144 and, if\nsuch shares were purchased from the Company by use of a promissory note, such\nnote has been fully paid with respect to such shares) or were obtained by the\nOptionee in the open public market, having a Fair Market Value equal to the\nexercise price of the Option; (c) by waiver of compensation due or accrued to\nthe Optionee for services rendered; (d) provided that a public market for the\nCompany's stock exists, through a 'same day sale' commitment from the Optionee\nand a broker-dealer that is a member of the National Association of Securities\nDealers (an 'NASD DEALER') whereby the Optionee irrevocably elects to exercise\nthe Option and to sell a portion of the Shares so purchased to pay for the\nexercise price and whereby the NASD Dealer irrevocably commits upon receipt of\nsuch Shares to forward the exercise price directly to the Company; (e) provided\nthat a public market for the Company's stock exists, through a 'margin'\ncommitment from the Optionee and an NASD Dealer whereby the Optionee irrevocably\nelects to exercise the Option and to pledge the Shares so purchased to the NASD\nDealer in a margin account as security for a loan from the NASD Dealer in the\namount of the exercise price, and whereby the NASD Dealer irrevocably commits\nupon receipt of such Shares to forward the exercise price directly to the\nCompany; or (f) by any combination of the foregoing.\n\n          8.4  Withholding Taxes. Prior to issuance of the Shares upon exercise\nof an Option, the Optionee shall pay or make adequate provision for any federal\nor state withholding obligations of the Company, if applicable.\n\n          8.5  Limitations on Exercise. Notwithstanding the exercise periods set\nforth in the Grant, exercise of an Option shall always be subject to the\nfollowing limitations:\n\n               (a)  An Option shall not be exercisable unless such exercise is\nin compliance with the Securities Act and all applicable state securities laws,\nas they are in effect on the date of exercise.\n\n               (b)  The Committee may specify a reasonable minimum number of\nShares that may be purchased upon any exercise of an Option, provided that such\nminimum number will not prevent the Optionee from exercising the full number of\nShares as to which the Option is then exercisable.\n\n     9.   NONTRANSFERABILITY OF OPTIONS. During the lifetime of the Optionee, an\nOption shall be exercisable only by the Optionee or by the Optionee's guardian\nor legal representative, unless otherwise determined by the Committee. No Option\nmay be sold, pledged, assigned, hypothecated, transferred or disposed of in any\nmanner other than by will or by the laws of descent and distribution, unless\notherwise determined by the Committee.\n\n     10.  PRIVILEGES OF STOCK OWNERSHIP. No Optionee shall have any of the\nrights of a stockholder with respect to any Shares subject to an Option until\nthe Option has been validly exercised. No adjustment shall be made for dividends\nor distributions or other rights for which the record date is prior to the date\nof exercise, except as provided in this Plan. The Company shall provide to each\nOptionee a copy of the annual financial statements of the \n\n\n                                      -3-\n\n\n\nCompany at such time after the close of each fiscal year of the Company as they\nare released by the Company to its stockholders.\n\n     11.  ADJUSTMENT OF OPTION SHARES. In the event that the number of\noutstanding shares of Common Stock of the Company is changed by a stock\ndividend, stock split, reverse stock split, combination, reclassification or\nsimilar change in the capital structure of the Company without consideration,\nthe number of Shares available under this Plan and the number of Shares subject\nto outstanding Options and the exercise price per share of such outstanding\nOptions shall be proportionately adjusted, subject to any required action by the\nBoard or stockholders of the Company and compliance with applicable securities\nlaws; provided, however, that no fractional shares shall be issued upon exercise\nof any Option and any resulting fractions of a Share shall be rounded up to the\nnearest whole Share.\n\n     12.  NO OBLIGATION TO CONTINUE AS DIRECTOR. Nothing in this Plan or any\nOption granted under this Plan shall confer on any Optionee any right to\ncontinue as a director of the Company.\n\n     13.  COMPLIANCE WITH LAWS. The grant of Options and the issuance of Shares\nupon exercise of any Options shall be subject to and conditioned upon compliance\nwith all applicable requirements of law, including without limitation compliance\nwith the Securities Act, compliance with all other applicable state securities\nlaws and compliance with the requirements of any stock exchange or national\nmarket system on which the Shares may be listed. The Company shall be under no\nobligation to register the Shares with the SEC or to effect compliance with the\nregistration or qualification requirement of any state securities laws, stock\nexchange or national market system.\n\n     14.  ACCELERATION OF OPTIONS ON CERTAIN CORPORATE TRANSACTIONS. In the\nevent of (a) a dissolution or liquidation of the Company, (b) a merger or\nconsolidation in which the Company is not the surviving corporation (other than\na merger or consolidation with a wholly-owned subsidiary, a reincorporation of\nthe Company in a different jurisdiction, or other transaction in which there is\nno substantial change in the stockholders of the Company or their relative stock\nholdings and the Options granted under this Plan are assumed, converted or\nreplaced by the successor corporation, which assumption, conversion or\nreplacement will be binding on all Optionees), (c) a merger in which the Company\nis the surviving corporation but after which the stockholders of the Company\n(other than any stockholder which merges (or which owns or controls another\ncorporation which merges) with the Company in such merger) cease to own their\nshares or other equity interests in the Company, (d) the sale of substantially\nall of the assets of the Company, or (e) the acquisition, sale or transfer of\nmore than 50% of the outstanding shares of the Company by tender offer or\nsimilar transaction, the vesting of all options granted pursuant to this Plan\nwill accelerate and the options will become exercisable in full prior to the\nconsummation of such event at such times and on such conditions as the Committee\ndetermines, and must be exercised, if at all, within seven months of the\nconsummation of said event. Any options not exercised within such seven-month\nperiod shall expire.\n\n     15.  AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate\nor amend this Plan or any outstanding option, provided that the Board may not\nterminate or amend the terms of any outstanding option without the consent of\nthe Optionee. In any case, no amendment of this Plan may adversely affect any\nthen outstanding Options or any unexercised portions thereof without the written\nconsent of the Optionee.\n\n     16.  TERM OF PLAN. Options may be granted pursuant to this Plan from time\nto time within a period of ten (10) years from the Effective Date.\n\n     17.  CERTAIN DEFINITIONS. As used in this Plan, the following terms shall\nhave the following meanings:\n\n          17.1 'PARENT' means any corporation (other than the Company) in an\nunbroken chain of corporations ending with the Company if each of such\ncorporations other than the Company owns stock possessing 50% or more of the\ntotal combined voting power of all classes of stock in one of the other\ncorporations in such chain.\n\n\n                                      -4-\n\n\n\n          17.2 'SUBSIDIARY' means any corporation (other than the Company) in an\nunbroken chain of corporations beginning with the Company if each of the\ncorporations other than the last corporation in the unbroken chain owns stock\npossessing 50% or more of the total combined voting power of all classes of\nstock in one of the other corporations in such chain.\n\n          17.3 'AFFILIATE' means any corporation that directly, or indirectly\nthrough one or more intermediaries, controls or is controlled by, or is under\ncommon control with, another corporation, where 'control' (including the terms\n'controlled by' and 'under common control with') means the possession, direct or\nindirect, of the power to cause the direction of the management and policies of\nthe corporation, whether through the ownership of voting securities, by contract\nor otherwise.\n\n          17.4 'FAIR MARKET VALUE' means, as of any date, the value of a share\nof the Company's Common Stock determined as follows:\n\n               (a)  if such Common Stock is then quoted on the Nasdaq National\nMarket, its closing price on the Nasdaq National Market on the date of\ndetermination as reported in The Wall Street Journal;\n\n               (b)  if such Common Stock is publicly traded and is then listed\non a national securities exchange, its closing price on the date of\ndetermination on the principal national securities exchange on which the Common\nStock is listed or admitted to trading as reported in The Wall Street Journal;\n\n               (c)  if such Common Stock is publicly traded but is not quoted on\nthe Nasdaq National Market nor listed or admitted to trading on a national\nsecurities exchange, the average of the closing bid and asked prices on the date\nof determination as reported in The Wall Street Journal;\n\n               (d)  in the case of an Option granted on the Effective Date, the\nprice per share at which shares of the Company's Common Stock are initially\noffered for sale to the public by the Company's underwriters in the initial\npublic offering of the Company's Common Stock pursuant to a registration\nstatement filed with the SEC under the Securities Act; or\n\n               (e)  if none of the foregoing is applicable, by the Committee in\ngood faith.\n\n\n                                      -5-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8132],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9543],"class_list":["post-38295","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-marketwatchcom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38295","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38295"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38295"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38295"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38295"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}