{"id":38302,"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-equity-incentive-plan-marketwatch-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1998-equity-incentive-plan-marketwatch-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1998-equity-incentive-plan-marketwatch-com-inc.html","title":{"rendered":"1998 Equity Incentive Plan &#8211; MarketWatch.com Inc."},"content":{"rendered":"<pre>                              MARKETWATCH.COM, INC.\n\n                           1998 EQUITY INCENTIVE PLAN\n\n                          As Adopted September 8, 1998\n\n\n     1.   PURPOSE. The purpose of this Plan is to provide incentives to attract,\nretain and motivate eligible persons whose present and potential contributions\nare important to the success of the Company, its Parent and Subsidiaries, by\noffering them an opportunity to participate in the Company's future performance\nthrough awards of Options, Restricted Stock and Stock Bonuses. Capitalized terms\nnot defined in the text are defined in Section 23.\n\n     2.   SHARES SUBJECT TO THE PLAN.\n\n          2.1  Number of Shares Available. Subject to Sections 2.2 and 18, the\ntotal number of Shares reserved and available for grant and issuance pursuant to\nthis Plan will be 574,250 Shares plus Shares that are subject to: (a) issuance\nupon exercise of an Option but cease to be subject to such Option for any reason\nother than exercise of such Option; (b) an Award granted hereunder but are\nforfeited or are repurchased by the Company at the original issue price; and (c)\nan Award that otherwise terminates without Shares being issued. In addition, any\nshares that are issuable upon exercise of non-plan options granted by\nMarketwatch.Com, LLC to purchase membership interests in Marketwatch.Com LLC\nthat expire or become unexercisable for any reason without having been exercised\nin full will be available for grant and issuance under this Plan. At all times\nthe Company shall reserve and keep available a sufficient number of Shares as\nshall be required to satisfy the requirements of all outstanding Options granted\nunder this Plan and all other outstanding but unvested Awards granted under this\nPlan.\n\n          2.2  Adjustment of Shares. In the event that the number of outstanding\nshares is changed by a stock dividend, recapitalization, stock split, reverse\nstock split, subdivision, combination, reclassification or similar change in the\ncapital structure of the Company without consideration, then (a) the number of\nShares reserved for issuance under this Plan, (b) the Exercise Prices of and\nnumber of Shares subject to outstanding Options, and (c) the number of Shares\nsubject to other outstanding Awards will be proportionately adjusted, subject to\nany required action by the Board or the stockholders of the Company and\ncompliance with applicable securities laws; provided, however, that fractions of\na Share will not be issued but will either be replaced by a cash payment equal\nto the Fair Market Value of such fraction of a Share or will be rounded up to\nthe nearest whole Share, as determined by the Committee.\n\n     3.   ELIGIBILITY. ISOs (as defined in Section 5 below) may be granted only\nto employees (including officers and directors who are also employees) of the\nCompany or of a Parent or Subsidiary of the Company. All other Awards may be\ngranted to employees, officers, directors, consultants, independent contractors\nand advisors of the Company or any Parent or Subsidiary of the Company; provided\nsuch consultants, contractors and advisors render bona fide services not in\nconnection with the offer and sale of securities in a capital-raising\ntransaction. No person will be eligible to receive more than 400,000 Shares in\nany calendar year under this Plan pursuant to the grant of Awards hereunder,\nother than new employees of the Company or of a Parent or Subsidiary of the\nCompany (including new employees who are also officers and directors of the\nCompany or any Parent or Subsidiary of the Company), who are eligible to receive\nup to a maximum of 500,000 Shares in the calendar year in which they commence\ntheir employment. A person may be granted more than one Award under this Plan.\n\n     4.   ADMINISTRATION.\n\n          4.1  Committee Authority. This Plan will be administered by the\nCommittee or by the Board acting as the Committee. Subject to the general\npurposes, terms and conditions of this Plan, and to the direction of the Board,\nthe Committee will have full power to implement and carry out this Plan. Without\nlimitation, the Committee will have the authority to:\n\n\n                                                           MarketWatch.com, Inc.\n                                                      1998 Equity Incentive Plan\n\n\n               (a)  construe and interpret this Plan, any Award Agreement and\n                    any other agreement or document executed pursuant to this\n                    Plan;\n\n               (b)  prescribe, amend and rescind rules and regulations relating\n                    to this Plan or any Award;\n\n               (c)  select persons to receive Awards;\n\n               (d)  determine the form and terms of Awards;\n\n               (e)  determine the number of Shares or other consideration\n                    subject to Awards;\n\n               (f)  determine whether Awards will be granted singly, in\n                    combination with, in tandem with, in replacement of, or as\n                    alternatives to, other Awards under this Plan or any other\n                    incentive or compensation plan of the Company or any Parent\n                    or Subsidiary of the Company;\n\n               (g)  grant waivers of Plan or Award conditions;\n\n               (h)  determine the vesting, exercisability and payment of Awards;\n\n               (i)  correct any defect, supply any omission or reconcile any\n                    inconsistency in this Plan, any Award or any Award\n                    Agreement;\n\n               (j)  determine whether an Award has been earned; and\n\n               (k)  make all other determinations necessary or advisable for the\n                    administration of this Plan.\n\n          4.2  Committee Discretion. Any determination made by the Committee\nwith respect to any Award will be made in its sole discretion at the time of\ngrant of the Award or, unless in contravention of any express term of this Plan\nor Award, at any later time, and such determination will be final and binding on\nthe Company and on all persons having an interest in any Award under this Plan.\nThe Committee may delegate to one or more officers of the Company the authority\nto grant an Award under this Plan to Participants who are not Insiders of the\nCompany.\n\n     5.   OPTIONS. The Committee may grant Options to eligible persons and will\ndetermine whether such Options will be Incentive Stock Options within the\nmeaning of the Code ('ISO') or Nonqualified Stock Options ('NQSOS'), the number\nof Shares subject to the Option, the Exercise Price of the Option, the period\nduring which the Option may be exercised, and all other terms and conditions of\nthe Option, subject to the following:\n\n          5.1  Form of Option Grant. Each Option granted under this Plan will be\nevidenced by an Award Agreement which will expressly identify the Option as an\nISO or an NQSO ('STOCK OPTION AGREEMENT'), and will be in such form and contain\nsuch provisions (which need not be the same for each Participant) as the\nCommittee may from time to time approve, and which will comply with and be\nsubject to the terms and conditions of this Plan.\n\n          5.2  Date of Grant. The date of grant of an Option will be the date on\nwhich the Committee makes the determination to grant such Option, unless\notherwise specified by the Committee. The Stock Option Agreement and a copy of\nthis Plan will be delivered to the Participant within a reasonable time after\nthe granting of the Option.\n\n          5.3  Exercise Period. Options may be exercisable within the times or\nupon the events determined by the Committee as set forth in the Stock Option\nAgreement governing such Option; provided, however, that no Option will be\nexercisable after the expiration of ten (10) years from the date the Option is\n\n                                       2\n\n\n                                                           MarketWatch.com, Inc.\n                                                      1998 Equity Incentive Plan\n\n\ngranted; and provided further that no ISO granted to a person who directly or by\nattribution owns more than ten percent (10%) of the total combined voting power\nof all classes of stock of the Company or of any Parent or Subsidiary of the\nCompany ('TEN PERCENT STOCKHOLDER') will be exercisable after the expiration of\nfive (5) years from the date the ISO is granted. The Committee also may provide\nfor Options to become exercisable at one time or from time to time, periodically\nor otherwise, in such number of Shares or percentage of Shares as the Committee\ndetermines.\n\n          5.4  Exercise Price. The Exercise Price of an Option will be\ndetermined by the Committee when the Option is granted and may be not less than\n85% of the Fair Market Value of the Shares on the date of grant; provided that:\n(i) the Exercise Price of an ISO will be not less than 100% of the Fair Market\nValue of the Shares on the date of grant; and (ii) the Exercise Price of any ISO\ngranted to a Ten Percent Stockholder will not be less than 110% of the Fair\nMarket Value of the Shares on the date of grant. Payment for the Shares\npurchased may be made in accordance with Section 8 of this Plan.\n\n          5.5  Method of Exercise. Options may be exercised only by delivery to\nthe Company of a written stock option exercise agreement (the 'EXERCISE\nAGREEMENT') in a form approved by the Committee (which need not be the same for\neach Participant), stating the number of Shares being purchased, the\nrestrictions imposed on the Shares purchased under such Exercise Agreement, if\nany, and such representations and agreements regarding Participant's investment\nintent and access to information and other matters, if any, as may be required\nor desirable by the Company to comply with applicable securities laws, together\nwith payment in full of the Exercise Price for the number of Shares being\npurchased.\n\n          5.6  Termination. Notwithstanding the exercise periods set forth in\nthe Stock Option Agreement, exercise of an Option will always be subject to the\nfollowing:\n\n               (a)  If the Participant is Terminated for any reason except death\n                    or Disability, then the Participant may exercise such\n                    Participant's Options only to the extent that such Options\n                    would have been exercisable upon the Termination Date no\n                    later than three (3) months after the Termination Date (or\n                    such shorter or longer time period not exceeding five (5)\n                    years as may be determined by the Committee, with any\n                    exercise beyond three (3) months after the Termination Date\n                    deemed to be an NQSO), but in any event, no later than the\n                    expiration date of the Options.\n\n               (b)  If the Participant is Terminated because of Participant's\n                    death or Disability (or the Participant dies within three\n                    (3) months after a Termination other than for Cause or\n                    because of Participant's Disability), then Participant's\n                    Options may be exercised only to the extent that such\n                    Options would have been exercisable by Participant on the\n                    Termination Date and must be exercised by Participant (or\n                    Participant's legal representative or authorized assignee)\n                    no later than twelve (12) months after the Termination Date\n                    (or such shorter or longer time period not exceeding five\n                    (5) years as may be determined by the Committee, with any\n                    such exercise beyond (a) three (3) months after the\n                    Termination Date when the Termination is for any reason\n                    other than the Participant's death or Disability, or (b)\n                    twelve (12) months after the Termination Date when the\n                    Termination is for Participant's death or Disability, deemed\n                    to be an NQSO), but in any event no later than the\n                    expiration date of the Options.\n\n               (c)  Notwithstanding the provisions in paragraph 5.6(a) above, if\n                    a Participant is terminated for Cause, neither the\n                    Participant, the Participant's estate nor such other person\n                    who may then hold the Option shall be entitled to exercise\n                    any Option with respect to any Shares whatsoever, after\n                    termination of service, whether or not after termination of\n                    service the Participant may receive payment from the Company\n                    or Subsidiary for vacation pay, for services rendered prior\n                    to termination, for services rendered for the day on which\n                    termination occurs, for salary in lieu of notice, or for any\n                    other benefits. In making such determination, the\n\n                                       3\n\n                                                           MarketWatch.com, Inc.\n                                                      1998 Equity Incentive Plan\n\n\n\n                    Board shall give the Participant an opportunity to present\n                    to the Board evidence on his behalf. For the purpose of this\n                    paragraph, termination of service shall be deemed to occur\n                    on the date when the Company dispatches notice or advice to\n                    the Participant that his service is terminated.\n\n          5.7  Limitations on Exercise. The Committee may specify a reasonable\nminimum number of Shares that may be purchased on any exercise of an Option,\nprovided that such minimum number will not prevent Participant from exercising\nthe Option for the full number of Shares for which it is then exercisable.\n\n          5.8  Limitations on ISO. The aggregate Fair Market Value (determined\nas of the date of grant) of Shares with respect to which ISO are exercisable for\nthe first time by a Participant during any calendar year (under this Plan or\nunder any other incentive stock option plan of the Company, Parent or Subsidiary\nof the Company) will not exceed $100,000. If the Fair Market Value of Shares on\nthe date of grant with respect to which ISO are exercisable for the first time\nby a Participant during any calendar year exceeds $100,000, then the Options for\nthe first $100,000 worth of Shares to become exercisable in such calendar year\nwill be ISO and the Options for the amount in excess of $100,000 that become\nexercisable in that calendar year will be NQSOs. In the event that the Code or\nthe regulations promulgated thereunder are amended after the Effective Date of\nthis Plan to provide for a different limit on the Fair Market Value of Shares\npermitted to be subject to ISO, such different limit will be automatically\nincorporated herein and will apply to any Options granted after the effective\ndate of such amendment.\n\n          5.9  Modification, Extension or Renewal. The Committee may modify,\nextend or renew outstanding Options and authorize the grant of new Options in\nsubstitution therefor, provided that any such action may not, without the\nwritten consent of a Participant, impair any of such Participant's rights under\nany Option previously granted. Any outstanding ISO that is modified, extended,\nrenewed or otherwise altered will be treated in accordance with Section 424(h)\nof the Code. The Committee may reduce the Exercise Price of outstanding Options\nwithout the consent of Participants affected by a written notice to them;\nprovided, however, that the Exercise Price may not be reduced below the minimum\nExercise Price that would be permitted under Section 5.4 of this Plan for\nOptions granted on the date the action is taken to reduce the Exercise Price.\n\n          5.10 No Disqualification. Notwithstanding any other provision in this\nPlan, no term of this Plan relating to ISO will be interpreted, amended or\naltered, nor will any discretion or authority granted under this Plan be\nexercised, so as to disqualify this Plan under Section 422 of the Code or,\nwithout the consent of the Participant affected, to disqualify any ISO under\nSection 422 of the Code.\n\n     6.   RESTRICTED STOCK. A Restricted Stock Award is an offer by the Company\nto sell to an eligible person Shares that are subject to restrictions. The\nCommittee will determine to whom an offer will be made, the number of Shares the\nperson may purchase, the price to be paid (the 'PURCHASE PRICE'), the\nrestrictions to which the Shares will be subject, and all other terms and\nconditions of the Restricted Stock Award, subject to the following:\n\n          6.1  Form of Restricted Stock Award. All purchases under a Restricted\nStock Award made pursuant to this Plan will be evidenced by an Award Agreement\n('RESTRICTED STOCK PURCHASE AGREEMENT') that will be in such form (which need\nnot be the same for each Participant) as the Committee will from time to time\napprove, and will comply with and be subject to the terms and conditions of this\nPlan. The offer of Restricted Stock will be accepted by the Participant's\nexecution and delivery of the Restricted Stock Purchase Agreement and full\npayment for the Shares to the Company within thirty (30) days from the date the\nRestricted Stock Purchase Agreement is delivered to the person. If such person\ndoes not execute and deliver the Restricted Stock Purchase Agreement along with\nfull payment for the Shares to the Company within thirty (30) days, then the\noffer will terminate, unless otherwise determined by the Committee.\n\n          6.2  Purchase Price. The Purchase Price of Shares sold pursuant to a\nRestricted Stock Award will be determined by the Committee on the date the\nRestricted Stock Award is granted, except in the case of\n\n                                       4\n\n\n                                                           MarketWatch.com, Inc.\n                                                      1998 Equity Incentive Plan\n\n\n\na sale to a Ten Percent Stockholder, in which case the Purchase Price will be\n100% of the Fair Market Value. Payment of the Purchase Price may be made in\naccordance with Section 8 of this Plan.\n\n          6.3  Terms of Restricted Stock Awards. Restricted Stock Awards shall\nbe subject to such restrictions as the Committee may impose. These restrictions\nmay be based upon completion of a specified number of years of service with the\nCompany or upon completion of the performance goals as set out in advance in the\nParticipant's individual Restricted Stock Purchase Agreement. Restricted Stock\nAwards may vary from Participant to Participant and between groups of\nParticipants. Prior to the grant of a Restricted Stock Award, the Committee\nshall: (a) determine the nature, length and starting date of any Performance\nPeriod for the Restricted Stock Award; (b) select from among the Performance\nFactors to be used to measure performance goals, if any; and (c) determine the\nnumber of Shares that may be awarded to the Participant. Prior to the payment of\nany Restricted Stock Award, the Committee shall determine the extent to which\nsuch Restricted Stock Award has been earned. Performance Periods may overlap and\nParticipants may participate simultaneously with respect to Restricted Stock\nAwards that are subject to different Performance Periods and having different\nperformance goals and other criteria.\n\n          6.4  Termination During Performance Period. If a Participant is\nTerminated during a Performance Period for any reason, then such Participant\nwill be entitled to payment (whether in Shares, cash or otherwise) with respect\nto the Restricted Stock Award only to the extent earned as of the date of\nTermination in accordance with the Restricted Stock Purchase Agreement, unless\nthe Committee will determine otherwise.\n\n     7.   STOCK BONUSES.\n\n          7.1  Awards of Stock Bonuses. A Stock Bonus is an award of Shares\n(which may consist of Restricted Stock) for services rendered to the Company or\nany Parent or Subsidiary of the Company. A Stock Bonus may be awarded for past\nservices already rendered to the Company, or any Parent or Subsidiary of the\nCompany pursuant to an Award Agreement (the 'STOCK BONUS AGREEMENT') that will\nbe in such form (which need not be the same for each Participant) as the\nCommittee will from time to time approve, and will comply with and be subject to\nthe terms and conditions of this Plan. A Stock Bonus may be awarded upon\nsatisfaction of such performance goals as are set out in advance in the\nParticipant's individual Award Agreement (the 'PERFORMANCE STOCK BONUS\nAGREEMENT') that will be in such form (which need not be the same for each\nParticipant) as the Committee will from time to time approve, and will comply\nwith and be subject to the terms and conditions of this Plan. Stock Bonuses may\nvary from Participant to Participant and between groups of Participants, and may\nbe based upon the achievement of the Company, Parent or Subsidiary and\/or\nindividual performance factors or upon such other criteria as the Committee may\ndetermine.\n\n          7.2  Terms of Stock Bonuses. The Committee will determine the number\nof Shares to be awarded to the Participant. If the Stock Bonus is being earned\nupon the satisfaction of performance goals pursuant to a Performance Stock Bonus\nAgreement, then the Committee will: (a) determine the nature, length and\nstarting date of any Performance Period for each Stock Bonus; (b) select from\namong the Performance Factors to be used to measure the performance, if any; and\n(c) determine the number of Shares that may be awarded to the Participant. Prior\nto the payment of any Stock Bonus, the Committee shall determine the extent to\nwhich such Stock Bonuses have been earned. Performance Periods may overlap and\nParticipants may participate simultaneously with respect to Stock Bonuses that\nare subject to different Performance Periods and different performance goals and\nother criteria. The number of Shares may be fixed or may vary in accordance with\nsuch performance goals and criteria as may be determined by the Committee. The\nCommittee may adjust the performance goals applicable to the Stock Bonuses to\ntake into account changes in law and accounting or tax rules and to make such\nadjustments as the Committee deems necessary or appropriate to reflect the\nimpact of extraordinary or unusual items, events or circumstances to avoid\nwindfalls or hardships.\n\n          7.3  Form of Payment. The earned portion of a Stock Bonus may be paid\ncurrently or on a deferred basis with such interest or dividend equivalent, if\nany, as the Committee may determine. Payment may be made in the form of cash or\nwhole Shares or a combination thereof, either in a lump sum payment or in\ninstallments, all as the Committee will determine.\n\n                                       5\n\n                                                           MarketWatch.com, Inc.\n                                                      1998 Equity Incentive Plan\n\n\n     8.   PAYMENT FOR SHARE PURCHASES.\n\n          8.1  Payment. Payment for Shares purchased pursuant to this Plan may\nbe made in cash (by check) or, where expressly approved for the Participant by\nthe Committee and where permitted by law:\n\n               (a)  by cancellation of indebtedness of the Company to the\n                    Participant;\n\n               (b)  by surrender of shares that either: (1) have been owned by\n                    Participant for more than six (6) months and have been paid\n                    for within the meaning of SEC Rule 144 (and, if such shares\n                    were purchased from the Company by use of a promissory note,\n                    such note has been fully paid with respect to such shares);\n                    or (2) were obtained by Participant in the public market;\n\n               (c)  by tender of a full recourse promissory note having such\n                    terms as may be approved by the Committee and bearing\n                    interest at a rate sufficient to avoid imputation of income\n                    under Sections 483 and 1274 of the Code; provided, however,\n                    that Participants who are not employees or directors of the\n                    Company will not be entitled to purchase Shares with a\n                    promissory note unless the note is adequately secured by\n                    collateral other than the Shares;\n\n               (d)  by waiver of compensation due or accrued to the Participant\n                    for services rendered;\n\n               (e)  with respect only to purchases upon exercise of an Option,\n                    and provided that a public market for the Company's stock\n                    exists:\n\n                    (1)  through a 'same day sale' commitment from the\n                         Participant and a broker-dealer that is a member of the\n                         National Association of Securities Dealers (an 'NASD\n                         DEALER') whereby the Participant irrevocably elects to\n                         exercise the Option and to sell a portion of the Shares\n                         so purchased to pay for the Exercise Price, and whereby\n                         the NASD Dealer irrevocably commits upon receipt of\n                         such Shares to forward the Exercise Price directly to\n                         the Company; or\n\n                    (2)  through a 'margin' commitment from the Participant and\n                         a NASD Dealer whereby the Participant irrevocably\n                         elects to exercise the Option and to pledge the Shares\n                         so purchased to the NASD Dealer in a margin account as\n                         security for a loan from the NASD Dealer in the amount\n                         of the Exercise Price, and whereby the NASD Dealer\n                         irrevocably commits upon receipt of such Shares to\n                         forward the Exercise Price directly to the Company; or\n\n               (f)  by any combination of the foregoing.\n\n          8.2  Loan Guarantees. The Committee may help the Participant pay for\nShares purchased under this Plan by authorizing a guarantee by the Company of a\nthird-party loan to the Participant.\n\n     9.   WITHHOLDING TAXES.\n\n          9.1  Withholding Generally. Whenever Shares are to be issued in\nsatisfaction of Awards granted under this Plan, the Company may require the\nParticipant to remit to the Company an amount sufficient to satisfy federal,\nstate and local withholding tax requirements prior to the delivery of any\ncertificate or certificates for such Shares. Whenever, under this Plan, payments\nin satisfaction of Awards are to be made in cash, such payment will be net of an\namount sufficient to satisfy federal, state, and local withholding tax\nrequirements.\n\n                                       6\n\n                                                           MarketWatch.com, Inc.\n                                                      1998 Equity Incentive Plan\n\n\n          9.2  Stock Withholding. When, under applicable tax laws, a Participant\nincurs tax liability in connection with the exercise or vesting of any Award\nthat is subject to tax withholding and the Participant is obligated to pay the\nCompany the amount required to be withheld, the Committee may in its sole\ndiscretion allow the Participant to satisfy the minimum withholding tax\nobligation by electing to have the Company withhold from the Shares to be issued\nthat number of Shares having a Fair Market Value equal to the minimum amount\nrequired to be withheld, determined on the date that the amount of tax to be\nwithheld is to be determined. All elections by a Participant to have Shares\nwithheld for this purpose will be made in accordance with the requirements\nestablished by the Committee and be in writing in a form acceptable to the\nCommittee\n\n     10.  PRIVILEGES OF STOCK OWNERSHIP.\n\n          10.1 Voting and Dividends. No Participant will have any of the rights\nof a stockholder with respect to any Shares until the Shares are issued to the\nParticipant. After Shares are issued to the Participant, the Participant will be\na stockholder and have all the rights of a stockholder with respect to such\nShares, including the right to vote and receive all dividends or other\ndistributions made or paid with respect to such Shares; provided, that if such\nShares are Restricted Stock, then any new, additional or different securities\nthe Participant may become entitled to receive with respect to such Shares by\nvirtue of a stock dividend, stock split or any other change in the corporate or\ncapital structure of the Company will be subject to the same restrictions as the\nRestricted Stock; provided, further, that the Participant will have no right to\nretain such stock dividends or stock distributions with respect to Shares that\nare repurchased at the Participant's Purchase Price or Exercise Price pursuant\nto Section 12.\n\n          10.2 Financial Statements. The Company will provide financial\nstatements to each Participant prior to such Participant's purchase of Shares\nunder this Plan, and to each Participant annually during the period such\nParticipant has Awards outstanding; provided, however, the Company will not be\nrequired to provide such financial statements to Participants whose services in\nconnection with the Company assure them access to equivalent information.\n\n     11.  TRANSFERABILITY. Awards granted under this Plan, and any interest\ntherein, will not be transferable or assignable by Participant, and may not be\nmade subject to execution, attachment or similar process, otherwise than by will\nor by the laws of descent and distribution or as determined by the Committee and\nset forth in the Award Agreement with respect to Awards that are not ISOs.\nDuring the lifetime of the Participant an Award will be exercisable only by the\nParticipant, and any elections with respect to an Award may be made only by the\nParticipant unless otherwise determined by the Committee and set forth in the\nAward Agreement with respect to Awards that are not ISOs.\n\n     12.  RESTRICTIONS ON SHARES. At the discretion of the Committee, the\nCompany may reserve to itself and\/or its assignee(s) in the Award Agreement a\nright to repurchase a portion of or all Unvested Shares held by a Participant\nfollowing such Participant's Termination at any time within ninety (90) days\nafter the later of Participant's Termination Date and the date Participant\npurchases Shares under this Plan, for cash and\/or cancellation of purchase money\nindebtedness, at the Participant's Exercise Price or Purchase Price, as the case\nmay be.\n\n     13.  CERTIFICATES. All certificates for Shares or other securities\ndelivered under this Plan will be subject to such stock transfer orders, legends\nand other restrictions as the Committee may deem necessary or advisable,\nincluding restrictions under any applicable federal, state or foreign securities\nlaw, or any rules, regulations and other requirements of the SEC or any stock\nexchange or automated quotation system upon which the Shares may be listed or\nquoted.\n\n     14.  ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a\nParticipant's Shares, the Committee may require the Participant to deposit all\ncertificates representing Shares, together with stock powers or other\ninstruments of transfer approved by the Committee, appropriately endorsed in\nblank, with the Company or an agent designated by the Company to hold in escrow\nuntil such restrictions have lapsed or termi-\n\n                                       7\n\n                                                           MarketWatch.com, Inc.\n                                                      1998 Equity Incentive Plan\n\n\nnated, and the Committee may cause a legend or legends referencing such\nrestrictions to be placed on the certificates. Any Participant who is permitted\nto execute a promissory note as partial or full consideration for the purchase\nof Shares under this Plan will be required to pledge and deposit with the\nCompany all or part of the Shares so purchased as collateral to secure the\npayment of Participant's obligation to the Company under the promissory note;\nprovided, however, that the Committee may require or accept other or additional\nforms of collateral to secure the payment of such obligation and, in any event,\nthe Company will have full recourse against the Participant under the promissory\nnote notwithstanding any pledge of the Participant's Shares or other collateral.\nIn connection with any pledge of the Shares, Participant will be required to\nexecute and deliver a written pledge agreement in such form as the Committee\nwill from time to time approve. The Shares purchased with the promissory note\nmay be released from the pledge on a pro rata basis as the promissory note is\npaid.\n\n     15.  EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or from\ntime to time, authorize the Company, with the consent of the respective\nParticipants, to issue new Awards in exchange for the surrender and cancellation\nof any or all outstanding Awards. The Committee may at any time buy from a\nParticipant an Award previously granted with payment in cash, Shares (including\nRestricted Stock) or other consideration, based on such terms and conditions as\nthe Committee and the Participant may agree.\n\n     16.  SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be\neffective unless such Award is in compliance with all applicable federal and\nstate securities laws, rules and regulations of any governmental body, and the\nrequirements of any stock exchange or automated quotation system upon which the\nShares may then be listed or quoted, as they are in effect on the date of grant\nof the Award and also on the date of exercise or other issuance. Notwithstanding\nany other provision in this Plan, the Company will have no obligation to issue\nor deliver certificates for Shares under this Plan prior to: (a) obtaining any\napprovals from governmental agencies that the Company determines are necessary\nor advisable; and\/or (b) completion of any registration or other qualification\nof such Shares under any state or federal law or ruling of any governmental body\nthat the Company determines to be necessary or advisable. The Company will be\nunder no obligation to register the Shares with the SEC or to effect compliance\nwith the registration, qualification or listing requirements of any state\nsecurities laws, stock exchange or automated quotation system, and the Company\nwill have no liability for any inability or failure to do so.\n\n     17.  NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted\nunder this Plan will confer or be deemed to confer on any Participant any right\nto continue in the employ of, or to continue any other relationship with, the\nCompany or any Parent or Subsidiary of the Company or limit in any way the right\nof the Company or any Parent or Subsidiary of the Company to terminate\nParticipant's employment or other relationship at any time, with or without\ncause.\n\n     18.  CORPORATE TRANSACTIONS.\n\n          18.1 Assumption or Replacement of Awards by Successor. In the event of\n(a) a dissolution or liquidation of the Company, (b) a merger or consolidation\nin which the Company is not the surviving corporation (other than a merger or\nconsolidation with a wholly-owned subsidiary, a reincorporation of the Company\nin a different jurisdiction, or other transaction in which there is no\nsubstantial change in the stockholders of the Company or their relative stock\nholdings and the Awards granted under this Plan are assumed, converted or\nreplaced by the successor corporation, which assumption will be binding on all\nParticipants), (c) a merger in which the Company is the surviving corporation\nbut after which the stockholders of the Company immediately prior to such merger\n(other than any stockholder that merges, or which owns or controls another\ncorporation that merges, with the Company in such merger) cease to own their\nshares or other equity interest 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, any or all outstanding Awards may be assumed, converted or\nreplaced by the successor corporation (if any), which assumption, conversion or\nreplacement will be binding on all Participants. In the alternative, the\nsuccessor corporation may substitute equivalent Awards or provide substantially\nsimilar consideration to Participants as was provided to stockholders (after\ntaking into account the existing provisions of the Awards). The successor\ncorporation may also issue, in place of outstanding Shares of\n\n                                       8\n\n                                                           MarketWatch.com, Inc.\n                                                      1998 Equity Incentive Plan\n\n\nthe Company held by the Participant, substantially similar shares or other\nproperty subject to repurchase restrictions no less favorable to the\nParticipant. In the event such successor corporation (if any) refuses to assume\nor substitute Awards, as provided above, pursuant to a transaction described in\nthis Subsection 18.1, such Awards will expire on such transaction at such time\nand on such conditions as the Committee will determine; provided, however, that\nthe Committee may, in its sole discretion, provide that the vesting of any or\nall Awards granted pursuant to this Plan will accelerate. If the Committee\nexercises such discretion with respect to Options, such Options will become\nexercisable in full prior to the consummation of such event at such time and on\nsuch conditions as the Committee determines, and if such Options are not\nexercised prior to the consummation of the corporate transaction, they shall\nterminate at such time as determined by the Committee.\n\n          18.2 Other Treatment of Awards. Subject to any greater rights granted\nto Participants under the foregoing provisions of this Section 18, in the event\nof the occurrence of any transaction described in Section 18.1, any outstanding\nAwards will be treated as provided in the applicable agreement or plan of\nmerger, consolidation, dissolution, liquidation, or sale of assets.\n\n          18.3 Assumption of Awards by the Company. The Company, from time to\ntime, also may substitute or assume outstanding awards granted by another\ncompany, whether in connection with an acquisition of such other company or\notherwise, by either; (a) granting an Award under this Plan in substitution of\nsuch other company's award; or (b) assuming such award as if it had been granted\nunder this Plan if the terms of such assumed award could be applied to an Award\ngranted under this Plan. Such substitution or assumption will be permissible if\nthe holder of the substituted or assumed award would have been eligible to be\ngranted an Award under this Plan if the other company had applied the rules of\nthis Plan to such grant. In the event the Company assumes an award granted by\nanother company, the terms and conditions of such award will remain unchanged\n(except that the exercise price and the number and nature of Shares issuable\nupon exercise of any such option will be adjusted appropriately pursuant to\nSection 424(a) of the Code). In the event the Company elects to grant a new\nOption rather than assuming an existing option, such new Option may be granted\nwith a similarly adjusted Exercise Price.\n\n     19.  ADOPTION AND STOCKHOLDER APPROVAL. This Plan will become effective on\nthe date on which the registration statement filed by the Company with the SEC\nunder the Securities Act registering the initial public offering of the\nCompany's Common Stock is declared effective by the SEC (the 'EFFECTIVE DATE').\nThis Plan shall be approved by the stockholders of the Company (excluding Shares\nissued pursuant to this Plan), consistent with applicable laws, within twelve\n(12) months before or after the date this Plan is adopted by the Board. Upon the\nEffective Date, the Committee may grant Awards pursuant to this Plan; provided,\nhowever, that: (a) no Option may be exercised prior to initial stockholder\napproval of this Plan; (b) no Option granted pursuant to an increase in the\nnumber of Shares subject to this Plan approved by the Board will be exercised\nprior to the time such increase has been approved by the stockholders of the\nCompany; (c) in the event that initial stockholder approval is not obtained\nwithin the time period provided herein, all Awards granted hereunder shall be\ncancelled, any Shares issued pursuant to any Awards shall be cancelled and any\npurchase of Shares issued hereunder shall be rescinded; and (d) in the event\nthat stockholder approval of such increase is not obtained within the time\nperiod provided herein, all Awards granted pursuant to such increase will be\ncancelled, any Shares issued pursuant to any Award granted pursuant to such\nincrease will be cancelled, and any purchase of Shares pursuant to such increase\nwill be rescinded.\n\n     20.  TERM OF PLAN\/GOVERNING LAW. Unless earlier terminated as provided\nherein, this Plan will terminate ten (10) years from the date this Plan is\nadopted by the Board or, if earlier, the date of stockholder approval. This Plan\nand all agreements thereunder shall be governed by and construed in accordance\nwith the laws of the State of California.\n\n     21.  AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate\nor amend this Plan in any respect, including without limitation amendment of any\nform of Award Agreement or instrument to be executed pursuant to this Plan;\nprovided, however, that the Board will not, without the approval of the\nstockholders of the Company, amend this Plan in any manner that requires such\nstockholder approval.\n\n                                       9\n\n                                                           MarketWatch.com, Inc.\n                                                      1998 Equity Incentive Plan\n\n\n     22.  NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the\nBoard, the submission of this Plan to the stockholders of the Company for\napproval, nor any provision of this Plan will be construed as creating any\nlimitations on the power of the Board to adopt such additional compensation\narrangements as it may deem desirable, including, without limitation, the\ngranting of stock options and bonuses otherwise than under this Plan, and such\narrangements may be either generally applicable or applicable only in specific\ncases.\n\n     23.  DEFINITIONS. As used in this Plan, the following terms will have the\nfollowing meanings:\n\n          'AWARD' means any award under this Plan, including any Option,\nRestricted Stock or Stock Bonus.\n\n          'AWARD AGREEMENT' means, with respect to each Award, the signed\nwritten agreement between the Company and the Participant setting forth the\nterms and conditions of the Award.\n\n          'BOARD' means the Board of Directors of the Company.\n\n          'CAUSE' means the commission of an act of theft, embezzlement, fraud,\ndishonesty or a breach of fiduciary duty to the Company or a Parent or\nSubsidiary of the Company.\n\n          'CODE' means the Internal Revenue Code of 1986, as amended.\n\n          'COMMITTEE' means the Compensation Committee of the Board.\n\n          'COMPANY' means MarketWatch.com, Inc. or any successor corporation.\n\n          'DISABILITY' means a disability, whether temporary or permanent,\npartial or total, as determined by the Committee.\n\n          'EXCHANGE ACT' means the Securities Exchange Act of 1934, as amended.\n\n          'EXERCISE PRICE' means the price at which a holder of an Option may\npurchase the Shares issuable upon exercise of the Option.\n\n          'FAIR MARKET VALUE' means, as of any date, the value of a share of the\nCompany's Common Stock determined as follows:\n\n          (a)  if such Common Stock is then quoted on the Nasdaq National\n               Market, its closing price on the Nasdaq National Market on the\n               date of determination as reported in The Wall Street Journal;\n\n          (b)  if such Common Stock is publicly traded and is then listed on a\n               national securities exchange, its closing price on the date of\n               determination on the principal national securities exchange on\n               which the Common Stock is listed or admitted to trading as\n               reported in The Wall Street Journal;\n\n          (c)  if such Common Stock is publicly traded but is not quoted on the\n               Nasdaq National Market nor listed or admitted to trading on a\n               national securities exchange, the average of the closing bid and\n               asked prices on the date of determination as reported in The Wall\n               Street Journal;\n\n                                       10\n\n                                                           MarketWatch.com, Inc.\n                                                      1998 Equity Incentive Plan\n\n\n\n          (d)  in the case of an Award made on the Effective Date, the price per\n               share at which shares of the Company's Common Stock are initially\n               offered for sale to the public by the Company's underwriters in\n               the initial public offering of the Company's Common Stock\n               pursuant to a registration statement filed with the SEC under the\n               Securities Act; or\n\n          (e)  if none of the foregoing is applicable, by the Committee in good\n               faith.\n\n          'INSIDER' means an officer or director of the Company or any other\nperson whose transactions in the Company's Common Stock are subject to Section\n16 of the Exchange Act.\n\n          'OPTION' means an award of an option to purchase Shares pursuant to\nSection 5.\n\n          'PARENT' means any corporation (other than the Company) in an unbroken\nchain of corporations ending with the Company if each of such corporations other\nthan the Company owns stock possessing 50% or more of the total combined voting\npower of all classes of stock in one of the other corporations in such chain.\n\n          'PARTICIPANT' means a person who receives an Award under this Plan.\n\n          'PERFORMANCE FACTORS' means the factors selected by the Committee from\namong the following measures to determine whether the performance goals\nestablished by the Committee and applicable to Awards have been satisfied:\n\n          (a)  Net revenue and\/or net revenue growth;\n\n          (b)  Earnings before income taxes and amortization and\/or earnings\n               before income taxes and amortization growth;\n\n          (c)  Operating income and\/or operating income growth;\n\n          (d)  Net income and\/or net income growth;\n\n          (e)  Earnings per share and\/or earnings per share growth;\n\n          (f)  Total stockholder return and\/or total stockholder return growth;\n\n          (g)  Return on equity;\n\n          (h)  Operating cash flow return on income;\n\n          (i)  Adjusted operating cash flow return on income;\n\n          (j)  Economic value added; and\n\n          (k)  Individual confidential business objectives.\n\n          'PERFORMANCE PERIOD' means the period of service determined by the\nCommittee, not to exceed five years, during which years of service or\nperformance is to be measured for Restricted Stock Awards or Stock Bonuses.\n\n          'PLAN' means this MarketWatch.com, Inc. 1998 Equity Incentive Plan, as\namended from time to time.\n\n          'RESTRICTED STOCK AWARD' means an award of Shares pursuant to Section\n6.\n\n                                       11\n\n                                                           MarketWatch.com, Inc.\n                                                      1998 Equity Incentive Plan\n\n\n\n          'SEC' means the Securities and Exchange Commission.\n\n          'SECURITIES ACT' means the Securities Act of 1933, as amended.\n\n          'SHARES' means shares of the Company's Common Stock reserved for\nissuance under this Plan, as adjusted pursuant to Sections 2 and 18, and any\nsuccessor security.\n\n          'STOCK BONUS' means an award of Shares, or cash in lieu of Shares,\npursuant to Section 7.\n\n          '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          'TERMINATION' or 'TERMINATED' means, for purposes of this Plan with\nrespect to a Participant, that the Participant has for any reason ceased to\nprovide services as an employee, officer, director, consultant, independent\ncontractor, or advisor to the Company or a Parent or Subsidiary of the Company.\nAn employee will not be deemed to have ceased to provide services in the case of\n(i) sick leave, (ii) military leave, or (iii) any other leave of absence\napproved by the Committee, provided, that such leave is for a period of not more\nthan 90 days, unless reemployment upon the expiration of such leave is\nguaranteed by contract or statute or unless provided otherwise pursuant to\nformal policy adopted from time to time by the Company and issued and\npromulgated to employees in writing. In the case of any employee on an approved\nleave of absence, the Committee may make such provisions respecting suspension\nof vesting of the Award while on leave from the employ of the Company or a\nSubsidiary as it may deem appropriate, except that in no event may an Option be\nexercised after the expiration of the term set forth in the Option agreement.\nThe Committee will have sole discretion to determine whether a Participant has\nceased to provide services and the effective date on which the Participant\nceased to provide services (the 'TERMINATION DATE').\n\n          'UNVESTED SHARES' means 'Unvested Shares' as defined in the Award\nAgreement.\n\n          'VESTED SHARES' means 'Vested Shares' as defined in the Award\nAgreement.\n\n                                       12\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":[9539,9546],"class_list":["post-38302","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38302","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=38302"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38302"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38302"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38302"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}