{"id":38318,"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-stock-incentive-plan-xoom-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1998-stock-incentive-plan-xoom-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1998-stock-incentive-plan-xoom-inc.html","title":{"rendered":"1998 Stock Incentive Plan &#8211; Xoom Inc."},"content":{"rendered":"<pre>\n                                   XOOM, INC.\n\n                            1998 STOCK INCENTIVE PLAN\n\n         1. PURPOSES OF THE PLAN. The purposes of this Stock Incentive Plan are\nto attract and retain the best available personnel for positions of substantial\nresponsibility, to provide additional incentive to Employees, Directors and\nConsultants and to promote the success of the Company's business.\n\n         2. DEFINITIONS. As used herein, the following definitions shall apply:\n\n                  (a) 'ADMINISTRATOR' means the Board or any of the Committees \nappointed to administer the Plan.\n\n                  (b) 'APPLICABLE LAWS' means the legal requirements relating to\nthe administration of stock incentive plans, if any, under applicable provisions\nof federal securities laws, California corporate and securities laws, the Code,\nthe rules of any applicable stock exchange or national market system, and the\nrules of any foreign jurisdiction applicable to Awards granted to residents\ntherein.\n\n                  (c) 'AWARD' means the grant of an Option, Restricted Stock, \nSAR or other right or benefit under the Plan.\n\n                  (d) 'AWARD AGREEMENT' means the written agreement evidencing\nthe grant of an Award executed by the Company and the Grantee, including any\namendments thereto.\n\n                  (e) 'BOARD' means the Board of Directors of the Company.\n\n                  (f) 'CHANGE IN CONTROL' means a change in ownership or control\nof the company effected through the following transaction, other than a Change\nin Control that is also a sale of Common Stock to the general public pursuant to\na registration statement filed with and declared effective by the Securities and\nExchange Commission under the Securities Act of 1933, as amended: the direct or\nindirect acquisition (including pursuant to the issuance of authorized, but\nunissued securities of the Company) by any person or related group of persons\n(other than an acquisition from or by the Company or by a Company-sponsored\nemployee benefit plan or by a person that directly or indirectly controls, is\ncontrolled by, or is under common control with, the Company) of beneficial\nownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities\npossessing more than fifty percent (50%) of the total combined voting power of\nthe Company's outstanding securities pursuant to a tender offer or exchange\noffer made directly to the Company's stockholders that occurs after the\nRegistration Date.\n\n                  (g) 'CODE' means the Internal Revenue Code of 1986, as\namended.\n\n                  (h) 'COMMITTEE' means any committee appointed by the Board to\nadminister the Plan.\n\n                                       1\n\n\n                  (i) 'COMMON STOCK' means the common stock of the Company.\n\n                  (j) 'COMPANY' means XOOM, Inc.\n\n                  (k) 'CONSULTANT' means any person who is engaged by the\nCompany or Related Entity to render consulting or advisory services as an\nindependent contractor and is compensated for such services.\n\n                  (l) 'CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT'\nmeans that the provision of services to the Company or a Related Entity in any\ncapacity of Employee, Director or Consultant, is not interrupted or terminated.\nContinuous Status as an Employee, Director or Consultant shall not be considered\ninterrupted in the case of (i) any approved leave of absence, (ii) transfers\nbetween locations of the Company or among the Company, any Related Entity, or\nany successor, in any capacity of Employee, Director or Consultant, or (iii) any\nchange in status as long as the individual remains in the service of the Company\nor a Related Entity in any capacity of Employee, Director or Consultant (except\nas otherwise provided in the Award Agreement). An approved leave of absence\nshall include sick leave, military leave, or any other authorized personal\nleave. For purposes of Incentive Stock Options, no such leave may exceed ninety\n(90) days, unless reemployment upon expiration of such leave is guaranteed by\nstatute or contract.\n\n                  (m) 'CORPORATE TRANSACTION' means any of the following\nstockholder-approved transactions to which the Company is a party:\n\n                           (i) a merger or consolidation in which the Company is\nnot the surviving entity, except for a transaction the principal purpose of\nwhich is to change the state in which the Company is incorporated;\n\n                           (ii) the sale, transfer or other disposition of all\nor substantially all of the assets of the Company (including the capital stock\nof the Company's subsidiary corporations) in connection with the complete\nliquidation or dissolution of the Company; or\n\n                           (iii) any reverse merger in which the Company is the\nsurviving entity but in which securities possessing more than fifty percent\n(50%) of the total combined voting power of the Company's outstanding securities\nare transferred to a person or persons different from those who held such\nsecurities immediately prior to such merger; provided that if such merger is\npreceded by a Change in Control within six (6) months of the merger, then a\nCorporate Transaction will be deemed to have occurred if securities possessing\nmore than fifty percent (50%) of the total combined voting power of the\nCompany's outstanding securities are transferred pursuant to such merger to a\nperson or persons different from those who held such securities immediately\nprior to such Change in Control.\n\n                  (n) 'DIRECTOR' means a member of the Board.\n\n                                       2\n\n\n                  (o) 'EMPLOYEE' means any person, including an Officer or\nDirector, who is an employee of the Company or any Related Entity. The payment\nof a director's fee by the Company shall not be sufficient to constitute\n'employment' by the Company.\n\n                  (p) 'EXCHANGE ACT' means the Securities Exchange Act of 1934,\nas amended.\n\n                  (q) 'FAIR MARKET VALUE' means, as of any date, the value of\nCommon Stock determined as follows:\n\n                           (i) Where there exists a public market for the Common\nStock, the Fair Market Value shall be (A) the closing price for a Share for the\nlast market trading day prior to the time of the determination (or, if no\nclosing price was reported on that date, on the last trading date on which a\nclosing price was reported) on the stock exchange determined by the\nAdministrator to be the primary market for the Common Stock or the Nasdaq\nNational Market, whichever is applicable or (B) if the Common Stock is not\ntraded on any such exchange or national market system, the average of the\nclosing bid and asked prices of a Share on the Nasdaq Small Cap Market for the\nday prior to the time of the determination (or, if no such prices were reported\non that date, on the last date on which such prices were reported), in each\ncase, as reported in THE WALL STREET JOURNAL or such other source as the\nAdministrator deems reliable; or\n\n                           (ii) In the absence of an established market of the\ntype described in paragraph (i), above, for the Common Stock, the Fair Market\nValue thereof shall be determined by the Administrator in good faith and in a\nmanner consistent with Section 260.140.50 of Title 10 of the California Code of\nRegulations.\n\n                  (r) 'GRANTEE' means an Employee, Director or Consultant who\nreceives an Award under the Plan.\n\n                  (s) 'INCENTIVE STOCK OPTION' means an Option intended to\nqualify as an incentive stock option within the meaning of Section 422 of the\nCode.\n\n                  (t) 'NON-QUALIFIED STOCK OPTION' means an Option not intended\nto qualify as an Incentive Stock Option.\n\n                  (u) 'OFFICER' means a person who is an officer of the Company\nwithin the meaning of Section 16 of the Exchange Act and the rules and\nregulations promulgated thereunder.\n\n                  (v) 'OPTION' means a stock option granted pursuant to the\nPlan.\n\n                  (w) 'PARENT' means a 'parent corporation,' whether now or\nhereafter existing, as defined in Section 424(e) of the Code.\n\n                  (x) 'PLAN' means this 1998 Stock Incentive Plan.\n\n                                       3\n\n\n                  (y) 'REGISTRATION DATE' means the closing of the first sale of\nCommon Stock to the general public pursuant to a registration statement filed\nwith and declared effective by the Securities and Exchange Commission under the\nSecurities Act of 1933, as amended.\n\n                  (z) 'RELATED ENTITY' means any Parent, Subsidiary and any\nbusiness, corporation, partnership, limited liability company or other entity in\nwhich the Company, a Parent or a Subsidiary holds a significant ownership\ninterest, directly or indirectly as determined by the Plan Administrator.\n\n                  (aa) 'RESTRICTED STOCK' means Shares issued under the Plan to\nthe Grantee for such consideration, if any, and subject to such restrictions on\ntransfer, rights of first refusal, repurchase provisions, forfeiture provisions,\nand other terms and conditions as established by the Administrator.\n\n                  (bb) 'SAR' means a stock appreciation right entitling the\nGrantee to Shares or cash compensation, as established by the Administrator,\nmeasured by appreciation in the value of Common Stock.\n\n                  (cc) 'SHARE' means a share of the Common Stock.\n\n                  (dd) 'SUBSIDIARY' means a 'subsidiary corporation,' whether\nnow or hereafter existing, as defined in Section 424(f) of the Code.\n\n         3. STOCK SUBJECT TO THE PLAN.\n\n                  (a) Subject to the provisions of Section 11(a), below, the\nmaximum aggregate number of Shares which may be issued pursuant to all Awards\n(including Incentive Stock Options) is 5,000,000 Shares. The Shares may be\nauthorized, but unissued, or reacquired Common Stock. Notwithstanding the\nforegoing, the total number of Shares issuable upon exercise of all outstanding\nAwards shall not exceed a number of Shares which is equal to 30% of the then\noutstanding shares of the Company, as calculated in accordance with the\nconditions and exclusions of California Corporate Securities Rule 260.140.45,\nunless a percentage higher than 30% is approved by at least two-thirds of the\noutstanding Shares entitled to vote.\n\n                  (b) If an Award expires or becomes unexercisable without\nhaving been exercised in full, or is surrendered pursuant to an Award exchange\nprogram, or if any unissued Shares are retained by the Company upon exercise of\nan Award in order to satisfy the exercise price for such Award or any\nwithholding taxes due with respect to such Award, such unissued or retained\nShares shall become available for future grant or sale under the Plan (unless\nthe Plan has terminated). Shares that actually have been issued under the Plan\npursuant to an Award shall not be returned to the Plan and shall not become\navailable for future distribution under the Plan, except that if unvested Shares\nare forfeited, or repurchased by the Company at their original purchase price,\nsuch Shares shall become available for future grant under the Plan.\n\n                                       4\n\n\n         4. ADMINISTRATION OF THE PLAN.\n\n                  (a) PLAN ADMINISTRATOR. With respect to grants of Awards to\nEmployees, Directors, Officers or Consultants, the Plan shall be administered by\n(A) the Board or (B) a Committee (or a subcommittee of the Committee) designated\nby the Board, which Committee shall be constituted in such a manner as to\nsatisfy Applicable Laws. Once appointed, such Committee shall continue to serve\nin its designated capacity until otherwise directed by the Board. The Board may\nauthorize one or more Officers to grant such Awards and may limit such authority\nas the Board determines from time to time.\n\n                  (b) MULTIPLE ADMINISTRATIVE BODIES. The Plan may be\nadministered by different bodies with respect to Directors, Officers,\nConsultants, and Employees who are neither Directors nor Officers.\n\n                  (c) POWERS OF THE ADMINISTRATOR. Subject to Applicable Laws\nand the provisions of the Plan (including any other powers given to the\nAdministrator hereunder), and except as otherwise provided by the Board, the\nAdministrator shall have the authority, in its discretion:\n\n                           (i) to select the Employees, Directors and\nConsultants to whom Awards may be granted from time to time hereunder;\n\n                           (ii) to determine whether and to what extent Awards\nare granted hereunder;\n\n                           (iii) to determine the number of Shares or the amount\nof other consideration to be covered by each Award granted hereunder;\n\n                           (iv) to approve forms of Award Agreement for use\nunder the Plan;\n\n                           (v) to determine the terms and conditions of any\nAward granted hereunder;\n\n                           (vi) to establish additional terms, conditions, rules\nor procedures to accommodate the rules or laws of applicable foreign\njurisdictions and to afford Grantees favorable treatment under such laws;\nprovided, however, that no Award shall be granted under any such additional\nterms, conditions, rules or procedures with terms or conditions which are\ninconsistent with the provisions of the Plan;\n\n                           (vii) to amend the terms of any outstanding Award\ngranted under the Plan, including a reduction in the exercise price (or base\namount on which appreciation is measured) of any Award to reflect a reduction in\nthe Fair Market Value of the Common Stock since the grant date of the Award,\nprovided that any amendment that would adversely affect the Grantee's rights\nunder an outstanding Award shall not be made without the Grantee's written\nconsent;\n\n                                       5\n\n\n                           (viii) to construe and interpret the terms of the\nPlan and Awards granted pursuant to the Plan; and\n\n                           (ix) to take such other action, not inconsistent with\nthe terms of the Plan, as the Administrator deems appropriate.\n\n                  (d) EFFECT OF ADMINISTRATOR'S DECISION. All decisions,\ndeterminations and interpretations of the Administrator shall be conclusive and\nbinding on all persons.\n\n         5. ELIGIBILITY. Awards other than Incentive Stock Options may be\ngranted to Employees, Directors and Consultants. Incentive Stock Options may be\ngranted only to Employees of the Company, a Parent or a Subsidiary. An Employee,\nDirector or Consultant who has been granted an Award may, if otherwise eligible,\nbe granted additional Awards. Awards may be granted to such Employees, Directors\nor Consultants who are residing in foreign jurisdictions as the Administrator\nmay determine from time to time.\n\n         6. TERMS AND CONDITIONS OF AWARDS.\n\n                  (a) TYPE OF AWARDS. The Administrator is authorized under the\nPlan to award any type of arrangement to an Employee, Director or Consultant\nthat is not inconsistent with the provisions of the Plan and that by its terms\ninvolves or might involve the issuance of (i) Shares, (ii) an Option, a SAR or\nsimilar right with an exercise or conversion privilege at a fixed or variable\nprice related to the Common Stock and\/or the passage of time, the occurrence of\none or more events, or the satisfaction of performance criteria or other\nconditions, or (iii) any other security with the value derived from the value of\nthe Common Stock or securities issued by a Related Entity. Such awards include,\nwithout limitation, Options, sales or bonuses of Restricted Stock, SARs, and an\nAward may consist of one such security or benefit, or two or more of them in any\ncombination or alternative.\n\n                  (b) DESIGNATION OF AWARD. Each Award shall be designated in\nthe Award Agreement. In the case of an Option, the Option shall be designated as\neither an Incentive Stock Option or a Non-Qualified Stock Option. However,\nnotwithstanding such designation, to the extent that the aggregate Fair Market\nValue of Shares subject to Options designated as Incentive Stock Options which\nbecome exercisable for the first time by a Grantee during any calendar year\n(under all plans of the Company or any Parent or Subsidiary) exceeds $100,000,\nsuch excess Options, to the extent of the Shares covered thereby in excess of\nthe foregoing limitation, shall be treated as Non-Qualified Stock Options. For\nthis purpose, Incentive Stock Options shall be taken into account in the order\nin which they were granted, and the Fair Market Value of the Shares shall be\ndetermined as of the date the Option with respect to such Shares is granted.\n\n                  (c) CONDITIONS OF AWARD. Subject to the terms of the Plan, the\nAdministrator shall determine the provisions, terms, and conditions of each\nAward including, but not limited to, the Award vesting schedule, repurchase\nprovisions, rights of first refusal, forfeiture provisions, form of payment\n(cash, Shares, or other consideration) upon settlement of the Award, payment\ncontingencies, and satisfaction of any performance criteria. The performance\ncriteria established by the Administrator may be based on any one of, or\ncombination of, increase in share price, \n\n\n\n                                       6\n\n\nearnings per share, total stockholder return, return on equity, return on\nassets, return on investment, net operating income, cash flow, revenue, economic\nvalue added, personal management objectives, or other measure of performance\nselected by the Administrator. Partial achievement of the specified criteria may\nresult in a payment or vesting corresponding to the degree of achievement as\nspecified in the Award Agreement.\n\n                  (d) DEFERRAL OF AWARD PAYMENT. The Administrator may establish\none or more programs under the Plan to permit selected Grantees the opportunity\nto elect to defer receipt of consideration upon exercise of an Award,\nsatisfaction of performance criteria, or other event that absent the election\nwould entitle the Grantee to payment or receipt of Shares or other consideration\nunder an Award. The Administrator may establish the election procedures, the\ntiming of such elections, the mechanisms for payments of, and accrual of\ninterest or other earnings, if any, on amounts, Shares or other consideration so\ndeferred, and such other terms, conditions, rules and procedures that the\nAdministrator deems advisable for the administration of any such deferral\nprogram.\n\n                  (e) AWARD EXCHANGE PROGRAMS. The Administrator may establish\none or more programs under the Plan to permit selected Grantees to exchange an\nAward under the Plan for one or more other types of Awards under the Plan on\nsuch terms and conditions as determined by the Administrator from time to time.\n\n                  (f) SEPARATE PROGRAMS. The Administrator may establish one or\nmore separate programs under the Plan for the purpose of issuing particular\nforms of Awards to one or more classes of Grantees on such terms and conditions\nas determined by the Administrator from time to time.\n\n                  (g) EARLY EXERCISE. The Award may, but need not, include a\nprovision whereby the Grantee may elect at any time while an Employee, Director\nor Consultant to exercise any part or all of the Award prior to full vesting of\nthe Award. Any unvested Shares received pursuant to such exercise may be subject\nto a repurchase right in favor of the Company or to any other restriction the\nAdministrator determines to be appropriate.\n\n                  (h) TERM OF AWARD. The term of each Award shall be the term\nstated in the Award Agreement, provided, however, that the term shall be no more\nthan ten (10) years from the date of grant thereof. However, in the case of an\nIncentive Stock Option granted to a Grantee who, at the time the Option is\ngranted, owns stock representing more than ten percent (10%) of the voting power\nof all classes of stock of the Company or any Parent or Subsidiary, the term of\nthe Incentive Stock Option shall be five (5) years from the date of grant\nthereof or such shorter term as may be provided in the Award Agreement.\n\n                  (i) NON-TRANSFERABILITY OF AWARDS. Awards may not be sold,\npledged, assigned, hypothecated, transferred, or disposed of in any manner other\nthan by will or by the laws of descent or distribution and may be exercised,\nduring the lifetime of the Grantee, only by the Grantee.\n\n                                       7\n\n\n                  (j) Time of Granting Awards. The date of grant of an Award\nshall for all purposes be the date on which the Administrator makes the\ndetermination to grant such Award, or such other date as is determined by the\nAdministrator. Notice of the grant determination shall be given to each\nEmployee, Director or Consultant to whom an Award is so granted within a\nreasonable time after the date of such grant.\n\n         7. AWARD EXERCISE OR PURCHASE PRICE, CONSIDERATION, TAXES AND RELOAD\nOPTIONS.\n\n                  (a) Exercise or Purchase Price. The exercise or purchase\nprice, if any, for an Award shall be as follows:\n\n                           (i) In the case of an Incentive Stock Option:\n\n                                     (A) granted to an Employee who, at the time\nof the grant of such Incentive Stock Option owns stock representing more than\nten percent (10%) of the voting power of all classes of stock of the Company or\nany Parent or Subsidiary, the per Share exercise price shall be not less than\none hundred ten percent (110%) of the Fair Market Value per Share on the date of\ngrant.\n\n                                     (B) granted to any Employee other than an\nEmployee described in the preceding paragraph, the per Share exercise price\nshall be not less than one hundred percent (100%) of the Fair Market Value per\nShare on the date of grant.\n\n                           (ii) In the case of a Non-Qualified Stock Option:\n\n                                     (A) granted to a person who, at the time of\nthe grant of such Option, owns stock representing more than ten percent (10%) of\nthe voting power of all classes of stock of the Company or any Parent or\nSubsidiary, the per Share exercise price shall be not less than one hundred ten\npercent (110%) of the Fair Market Value per Share on the date of grant.\n\n                                     (B) granted to any person other than a\nperson described in the preceding paragraph, the per Share exercise price shall\nbe not less than eighty-five percent (85%) of the Fair Market Value per Share on\nthe date of grant.\n\n                           (iii) In the case of the sale of Shares:\n\n                                    (A) granted to a person who, at the time of\nthe grant of such Award, or at the time the purchase is consummated, owns stock\nrepresenting more than ten percent (10%) of the voting power of all classes of\nstock of the Company or any Parent or Subsidiary, the per Share purchase price\nshall be not less than one hundred percent (100%) of the Fair Market Value per\nshare on the date of grant.\n\n                                    (B) granted to any person other than a\nperson described in the preceding paragraph, the per Share purchase price shall\nbe not less than eighty-five percent (85%) of the Fair Market Value per Share on\nthe date of grant.\n\n                                       8\n\n\n                           (iv) In the case of other Awards, such price as is\ndetermined by the Administrator.\n\n\n                  (b) CONSIDERATION. Subject to Applicable Laws, the\nconsideration to be paid for the Shares to be issued upon exercise or purchase\nof an Award including the method of payment, shall be determined by the\nAdministrator (and, in the case of an Incentive Stock Option, shall be\ndetermined at the time of grant). In addition to any other types of\nconsideration the Administrator may determine, the Administrator is authorized\nto accept as consideration for Shares issued under the Plan the following:\n\n                           (i) cash;\n\n                           (ii) check;\n\n                           (iii) delivery of Grantee's promissory note with such\nrecourse, interest, security, and redemption provisions as the Administrator\ndetermines as appropriate;\n\n                           (iv) if the exercise occurs on or after the\nRegistration Date, surrender of Shares or delivery of a properly executed form\nof attestation of ownership of Shares as the Administrator may require\n(including withholding of Shares otherwise deliverable upon exercise of the\nAward) which have a Fair Market Value on the date of surrender or attestation\nequal to the aggregate exercise price of the Shares as to which said Award shall\nbe exercised (but only to the extent that such exercise of the Award would not\nresult in an accounting compensation charge with respect to the Shares used to\npay the exercise price unless otherwise determined by the Administrator);\n\n                           (v) if the exercise occurs on or after the\nRegistration Date, delivery of a properly executed exercise notice together with\nsuch other documentation as the Administrator and the broker, if applicable,\nshall require to effect an exercise of the Award and delivery to the Company of\nthe sale or loan proceeds required to pay the exercise price; or\n\n                           (vi) any combination of the foregoing methods of\npayment.\n\n                  (c) TAXES. No Shares shall be delivered under the Plan to any\nGrantee or other person until such Grantee or other person has made arrangements\nacceptable to the Administrator for the satisfaction of any foreign, federal,\nstate, or local income and employment tax withholding obligations, including,\nwithout limitation, obligations incident to the receipt of Shares or the\ndisqualifying disposition of Shares received on exercise of an Incentive Stock\nOption. Upon exercise of an Award the Company shall withhold or collect from\nGrantee an amount sufficient to satisfy such tax obligations.\n\n                  (d) RELOAD OPTIONS. In the event the exercise price or tax\nwithholding of an Option is satisfied by the Company or the Grantee's employer\nwithholding Shares otherwise deliverable to the Grantee, the Administrator may\nissue the Grantee an additional Option, with \n\n\n\n                                       9\n\n\nterms identical to the Award Agreement under which the Option was exercised, but\nat an exercise price as determined by the Administrator in accordance with the\nPlan.\n\n         8. EXERCISE OF AWARD.\n\n                  (a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER.\n\n                           (i) Any Award granted hereunder shall be exercisable\nat such times and under such conditions as determined by the Administrator under\nthe terms of the Plan and specified in the Award Agreement but in the case of an\nOption, in no case at a rate of less than 20% per year over five (5) years from\nthe date the Option is granted, subject to reasonable conditions such as\ncontinued employment. However, in the case of an Option granted to an Officer,\nDirector or Consultant, the Award Agreement may provide that the Option may\nbecome fully exercisable, subject to reasonable conditions such as continued\nemployment, at any time or during any period established in the Award Agreement.\n\n                           (ii) An Award shall be deemed to be exercised when\nwritten notice of such exercise has been given to the Company in accordance with\nthe terms of the Award by the person entitled to exercise the Award and full\npayment for the Shares with respect to which the Award is exercised has been\nreceived by the Company. Until the issuance (as evidenced by the appropriate\nentry on the books of the Company or of a duly authorized transfer agent of the\nCompany) of the stock certificate evidencing such Shares, no right to vote or\nreceive dividends or any other rights as a stockholder shall exist with respect\nto Shares subject to an Award, notwithstanding the exercise of an Option or\nother Award. The Company shall issue (or cause to be issued) such stock\ncertificate promptly upon exercise of the Award. No adjustment will be made for\na dividend or other right for which the record date is prior to the date the\nstock certificate is issued, except as provided in the Award Agreement or\nSection 11(a), below.\n\n                  (b) EXERCISE OF AWARD FOLLOWING TERMINATION OF EMPLOYMENT,\nDIRECTOR OR CONSULTING RELATIONSHIP. In the event of termination of a grantee's\nContinuous Status as an Employee, Director or Consultant for any reason other\nthan disability or death (but not in the event of a Grantee's change of status\nfrom Employee to Consultant or from Consultant to Employee), such Grantee may,\nbut only within three (3) months after the date of such termination (but in no\nevent later than the expiration date of the term of such Award as set forth in\nthe Award Agreement), exercise his or her Award to the extent that the Grantee\nwas entitled to exercise it at the date of such termination or to such other\nextent as may be determined by the Administrator. The Grantee's Award Agreement\nmay provide that upon the event of termination of the Grantee's Continuous\nStatus as an Employee, Director or Consultant for 'Cause,' the Grantee's right\nto exercise the Award shall terminate concurrently with the termination of\nGrantee's Continuous Status as an Employee, Director or Consultant. The term\n'Cause' shall be as defined in the Award Agreement. If the Grantee should die\nwithin three (3) months after the date of such termination, the Grantee's estate\nor the person who acquired the right to exercise the Award by bequest or\ninheritance may exercise the Award to the extent that the Grantee was entitled\nto exercise it at the date of such termination within twelve (12) months of the\nGrantee's date of death, but in no event later than the expiration date of the\nterm of such Award as set forth \n\n\n\n                                       10\n\n\nin the Award Agreement. In the event of a Grantee's change of status from\nEmployee to Consultant, an Employee's Incentive Stock Option shall convert\nautomatically to a Non-Qualified Stock Option on the day three (3) months and\none day following such change of status. To the extent that the Grantee is not\nentitled to exercise the Award at the date of termination, or if Grantee does\nnot exercise such Award to the extent so entitled within the time specified\nherein, the Award shall terminate.\n\n                  (c) DISABILITY OF GRANTEE. In the event of termination of a\n  Grantee's Continuous Status as an Employee, Director or Consultant as a result\n  of his or her disability, Grantee may, but only within twelve (12) months from\n  the date of such termination (and in no event later than the expiration date\n  of the term of such Award as set forth in the Award Agreement), exercise the\n  Award to the extent otherwise entitled to exercise it at the date of such\n  termination; provided, however, that if such disability is not a 'disability'\n  as such term is defined in Section 22(e)(3) of the Code, in the case of an\n  Incentive Stock Option such Incentive Stock Option shall automatically convert\n  to a Non-Qualified Stock Option on the day three (3) months and one day\n  following such termination. To the extent that the Grantee is not entitled to\n  exercise the Award at the date of termination, or if Grantee does not exercise\n  such Award to the extent so entitled within the time specified herein, the\n  Award shall terminate.\n\n                  (d) DEATH OF GRANTEE. In the event of the death of a Grantee,\nthe Award may be exercised at any time within twelve (12) months following the\ndate of death (but in no event later than the expiration of the term of such\nAward as set forth in the Award Agreement), by the Grantee's estate or by a\nperson who acquired the right to exercise the Award by bequest or inheritance,\nbut only to the extent that the Grantee was entitled to exercise the Award at\nthe date of death. If, at the time of death, the Grantee was not entitled to\nexercise his or her entire Award, the Shares covered by the unexercisable\nportion of the Award shall immediately revert to the Plan. If, after death, the\nGrantee's estate or a person who acquired the right to exercise the Award by\nbequest or inheritance does not exercise the Award within the time specified\nherein, the Award shall terminate.\n\n                  (e) BUYOUT PROVISIONS. The Administrator may at any time offer\nto buy out for a payment in cash or Shares, an Award previously granted, based\non such terms and conditions as ffthe Administrator shall establish and\ncommunicate to the Grantee at the time that such offer is made.\n\n         9. CONDITIONS UPON ISSUANCE OF SHARES.\n\n                  (a) Shares shall not be issued pursuant to the exercise of an\nAward unless the exercise of such Award and the issuance and delivery of such\nShares pursuant thereto shall comply with all Applicable Laws, and shall be\nfurther subject to the approval of counsel for the Company with respect to such\ncompliance.\n\n                  (b) As a condition to the exercise of an Award, the Company\nmay require the person exercising such Award to represent and warrant at the\ntime of any such exercise that the Shares are being purchased only for\ninvestment and without any present intention to sell or \n\n\n\n                                       11\n\n\ndistribute such Shares if, in the opinion of counsel for the Company, such a\nrepresentation is required by any Applicable Laws.\n\n         10. REPURCHASE RIGHTS. If the provisions of an Award Agreement grant to\nthe Company the right to repurchase Shares upon termination of the Grantee's\nContinuous Status as an Employee, Director or Consultant, the Award Agreement\nshall provide that the repurchase price will be either:\n\n                  (a) Not less than the Fair Market Value of the Shares to be\nrepurchased on the date of termination of the Grantee's Continuous Status as an\nEmployee, Director or Consultant, and the right to repurchase must be exercised\nfor cash or cancellation of purchase money indebtedness for the Shares within\nninety (90) days of the termination of the Grantee's Continuous Status as an\nEmployee, Director or Consultant (or in the case of Shares issued upon exercise\nof Awards after the date of termination of the Grantee's Continuous Status as an\nEmployee, Director or Consultant, within ninety (90) days after the date of the\nAward exercise), and the right terminates when the Company's securities become\npublicly traded; or\n\n                  (b) The original purchase price, provided that the right to\nrepurchase at the original purchase price lapses at the rate of at least twenty\npercent (20%) of the Shares subject to the Award per year over five (5) years\nfrom the date the Award is granted (without respect to the date the Award was\nexercised or became exercisable), and the right to repurchase must be exercised\nfor cash or cancellation of purchase money indebtedness for the Shares within\nninety (90) days of termination of the Grantee's Continuous Status as an\nEmployee, Director or Consultant (or in the case of Shares issued upon exercise\nof Awards after the date of termination of the Grantee's Continuous Status as an\nEmployee, Director or Consultant, within ninety (90) days after the date of the\nAward exercise).\n\n                  (c) In addition to the restrictions set forth in (a) and (b)\nabove, the Shares held by an Officer, Director or Consultant may be subject to\nadditional or greater restrictions.\n\n         11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR CORPORATE\nTRANSACTION.\n\n                  (a) ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Subject to any\nrequired action by the stockholders of the Company, the number of Shares covered\nby each outstanding Award, and the number of Shares which have been authorized\nfor issuance under the Plan but as to which no Awards have yet been granted or\nwhich have been returned to the Plan, as well as the price per share of Common\nStock covered by each such outstanding Award, shall be proportionately adjusted\nfor any increase or decrease in the number of issued shares of Common Stock\nresulting from a stock split, reverse stock split, stock dividend, combination\nor reclassification of the Common Stock, or any other similar event resulting in\nan increase or decrease in the number of issued shares of Common Stock. Except\nas expressly provided herein, no issuance by the Company of shares of stock of\nany class, or securities convertible into shares of stock of any class, shall\naffect, and no adjustment by reason hereof shall be made with respect to, the\nnumber or price of Shares subject to an Award.\n\n                                       12\n\n\n                  (b) CORPORATE TRANSACTION. In the event of a proposed\nCorporate Transaction, the Administrator shall notify the Grantee at least\nfifteen (15) days prior to such proposed Corporate Transaction and each Award\nwhich is at the time outstanding under the Plan shall immediately prior to the\nspecified effective date of such Corporate Transaction, automatically become\nfully vested and exercisable and be released from any restrictions on transfer\nand repurchase or forfeiture rights with respect to seventy-five percent (75%)\nof the unvested Shares at the time represented by such Award. Notwithstanding\nthe foregoing, the Administrator, in its discretion, may prevent the\nacceleration of vesting and release from any restrictions on transfer and\nrepurchase or forfeiture rights of any outstanding Award with respect to any\nCorporate Transaction. To the extent it has not been previously exercised, the\nAward will terminate immediately prior to the consummation of such proposed\nCorporate Transaction, unless the Award is assumed or an equivalent Award is\nsubstituted by the successor corporation or a Parent or Subsidiary of such\nsuccessor corporation. For the purposes of this subsection, the Award shall be\nconsidered assumed if, following the Corporate Transaction, the Award confers,\nfor each Share subject to the Award immediately prior to the Corporate\nTransaction, (i) the consideration (whether stock, cash, or other securities or\nproperty) received in the Corporate Transaction by holders of Common Stock for\neach Share subject to the Award held on the effective date of the Corporate\nTransaction (and if holders were offered a choice of consideration, the type of\nconsideration chosen by the holders of a majority of the outstanding Shares), or\n(ii) the right to purchase such consideration in the case of an Option or\nsimilar Award; provided, however, that if such consideration received in the\nCorporate Transaction was not solely common stock of the successor corporation\nor its Parent, the Administrator may, with the consent of the successor\ncorporation, provide for the consideration to be received upon the exercise or\nexchange of the Award for each Share subject to the Award to be solely common\nstock of the successor corporation or its Parent equal in fair market value to\nthe per share consideration received by holders of Common Stock in the Corporate\nTransaction.\n\n         12. TERM OF PLAN. The Plan shall become effective upon the earlier to\noccur of its adoption by the Board or its approval by the stockholders of the\nCompany. It shall continue in effect for a term of ten (10) years unless sooner\nterminated.\n\n         13. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.\n\n                  (a) The Board may at any time amend, suspend or terminate the\nPlan. To the extent necessary to comply with Applicable Laws, the Company shall\nobtain stockholder approval of any Plan amendment in such a manner and to such a\ndegree as required.\n\n                  (b) No Award may be granted during any suspension of the Plan\nor after termination of the Plan.\n\n                  (c) Any amendment, suspension or termination of the Plan shall\nnot affect Awards already granted, and such Awards shall remain in full force\nand effect as if the Plan had not been amended, suspended or terminated, unless\nmutually agreed otherwise between the Grantee and the Administrator, which\nagreement must be in writing and signed by the Grantee and the Company.\n\n                                       13\n\n\n         14. RESERVATION OF SHARES.\n\n                  (a) The Company, during the term of the Plan, will at all\ntimes reserve and keep available such number of Shares as shall be sufficient to\nsatisfy the requirements of the Plan.\n\n                  (b) The inability of the Company to obtain authority from any\nregulatory body having jurisdiction, which authority is deemed by the Company's\ncounsel to be necessary to the lawful issuance and sale of any Shares hereunder,\nshall relieve the Company of any liability in respect of the failure to issue or\nsell such Shares as to which such requisite authority shall not have been\nobtained.\n\n         15. NO EFFECT ON TERMS OF EMPLOYMENT. The Plan shall not confer upon\nany Grantee any right with respect to continuation of employment or consulting\nrelationship with the Company, nor shall it interfere in any way with his or her\nright or the Company's right to terminate his or her employment or consulting\nrelationship at any time, with or without cause.\n\n         16. STOCKHOLDER APPROVAL. Continuance of the Plan shall be subject to\napproval by the stockholders of the Company within twelve (12) months before or\nafter the date the Plan is adopted. Such stockholder approval shall be obtained\nin the degree and manner required under Applicable Laws. Any Award exercised\nbefore stockholder approval is obtained shall be rescinded if stockholder\napproval is not obtained within the time prescribed, and Shares issued on the\nexercise of any such Award shall not be counted in determining whether\nstockholder approval is obtained.\n\n         17. INFORMATION TO GRANTEES. The Company shall provide to each Grantee,\nduring the period for which such Grantee has one or more Awards outstanding,\ncopies of financial statements at least annually, and all annual reports and\nother information which is provided to all stockholders of the Company.\n\n\n\n\n\n                                       14\n\n\n                                     XOOM.COM, INC. 1998 STOCK INCENTIVE PLAN\n\n                                           NOTICE OF STOCK OPTION GRANT\n\n         Optionee's Name and Address:   \n                                              ----------------------------------\n\n                                              ----------------------------------\n\n                                              ----------------------------------\n\n         You have been granted an option to purchase shares of Common Stock of\nthe Company, subject to the terms and conditions of the Plan and the Option\nAgreement, as follows:\n\n         Grant Number\n                                              ----------------------------------\n         Date of Grant\n                                              ----------------------------------\n\n         Vesting Commencement Date\n                                              ----------------------------------\n\n         Exercise Price per Share             $\n                                              ----------------------------------\n\n         Total Number of Shares Granted\n                                              ----------------------------------\n\n         Total Exercise Price                 $\n                                              ----------------------------------\n\n         Type of Option:                             Incentive Stock Option\n                                              ----------------------------------\n\n                                                     Non-Qualified Stock Option\n                                              ----------------------------------\n         Expiration Date:                           \n                                              ----------------------------------\n\nVESTING SCHEDULE:\n\n         Subject to other limitations set forth in the Option Agreement, the\nOption may be exercised, i.e., 'vest,' in whole or in part, in accordance with\nthe following schedule:\n\n         (i)      [Twenty-five percent (25%) of the Shares subject to the Option\n                  shall vest at the end of the twelfth full month after the\n                  Vesting Commencement Date, after which 1\/48th of the Shares\n                  subject to the Option shall vest on the last day of each\n                  calendar month thereafter]; LESS THAN TWENTY-FIVE PERCENT\n                  (25%) OF THE SHARES SUBJECT TO THE OPTION SHALL VEST AT THE\n                  END OF THE TWELFTH FULL MONTH AFTER THE VESTING COMMENCEMENT\n                  DATE, AND AN ADDITIONAL TWENTY-FIVE PERCENT 25% OF THE SHARES\n                  SUBJECT TO THE OPTION SHALL VEST ON EACH YEARLY ANNIVERSARY OF\n                  THE VESTING COMMENCEMENT DATE THEREAFTER. GREATER THAN LESS\n                  THAN NOTE: USE SECOND ALTERNATIVE FOR VESTING TERMS FOR\n                  INCENTIVE STOCK OPTION, IF $100,000 ISO RULE WOULD BE VIOLATED\n                  UNDER 1 YEAR VESTING FOLLOWED BY MONTHLY VESTING GREATER THAN\n\n         (ii)     During any authorized leave of absence, the vesting of the\n                  Option as provided in this schedule shall cease after the\n                  leave of absence exceeds a period of ninety (90) days. Vesting\n                  of the Option shall resume upon the Optionee's termination of\n                  the leave of absence and return to service with the Company or\n                  a Related Entity;\n\n                                       1\n\n\n\n         (iii)    In the event of the Optionee's change in status from Employee\n                  to Consultant, vesting of the Option shall continue only to\n                  the extent determined by the Administrator as of such change\n                  in status.\n\nTERMINATION PERIOD:\n\n         The Option may be exercised as to the number of shares that are Vested\non the date of termination within three (3) months from termination of the\nOptionee's Continuous Status as an Employee, Director or Consultant or such\nlonger period as may be applicable upon death or disability of the Optionee as\nprovided in the Option Agreement. In the event of the Optionee's change in\nstatus from Employee to Consultant or Consultant to Employee, the Option shall\nremain in effect; provided, however, that in the event of a change in status\nfrom Employee to Consultant, the Optionee's Incentive Stock Option shall cease\nto be treated as an Incentive Stock Option and shall be treated as a\nNon-Qualified Stock Option on the day three (3) months and one day following\nsuch change in status. In no event shall the Option be exercised later than the\nExpiration Date as provided above.\n\n         IN WITNESS WHEREOF, the Company and the Optionee have executed this\nNotice of Stock Option Grant and agree that the Option is to be governed by the\nterms and conditions of this Notice of Stock Option Grant, the Plan, and the\nOption Agreement.\n\n\n\n                                           XOOM.com, Inc.,\n                                           a Delaware corporation\n\n                                           By:\n                                              ----------------------------------\n\n                                           Its:\n                                              ----------------------------------\n\n\n\n\nTHE OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE\nOPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL\nOF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR\nACQUIRING SHARES HEREUNDER). THE OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT\nNOTHING IN THIS NOTICE OF STOCK OPTION GRANT, THE OPTION AGREEMENT, NOR IN THE\nCOMPANY'S 1998 STOCK INCENTIVE PLAN, SHALL CONFER UPON THE OPTIONEE ANY RIGHT\nWITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR\nSHALL IT INTERFERE IN ANY WAY WITH THE OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT\nTO TERMINATE THE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR\nWITHOUT CAUSE.\n\n                                       2\n\n\n\n         The Optionee acknowledges receipt of a copy of the Plan and the Option\nAgreement, and represents that he is familiar with the terms and provisions\nthereof, and hereby accepts the Option subject to all of the terms and\nprovisions thereof. The Optionee has reviewed this Notice of Stock Option Grant,\nthe Plan, and the Option Agreement in their entirety, has had an opportunity to\nobtain the advice of counsel prior to executing the Notice of Stock Option Grant\nand fully understands all provisions of this Notice of Stock Option Grant, the\nPlan, and the Option Agreement. The Optionee hereby agrees to accept as binding,\nconclusive and final all decisions or interpretations of the Board or\nAdministrator upon any questions arising under this Notice of Stock Option\nGrant, the Plan, and the Option Agreement. The Optionee further agrees to notify\nthe Company upon any change in the residence address indicated in this Notice of\nStock Option Grant.\n\n\n\nDated:                                        Signed:\n       -----------------------------                ----------------------------\n                                                     Optionee\n\n\n\n\n                                        3\n\n\n\n                    XOOM.COM, INC. 1998 STOCK INCENTIVE PLAN\n\n                             STOCK OPTION AGREEMENT\n\n1. GRANT OF OPTION. XOOM.com, Inc., a Delaware corporation (the 'Company'),\nhereby grants to the Optionee named in the Notice of Stock Option Grant (the\n'Optionee'), an option (the 'Option') to purchase the total number of shares of\nCommon Stock (the 'Shares') set forth in the Notice of Stock Option Grant (the\n'Notice'), at the exercise price per share set forth in the Notice (the\n'Exercise Price') subject to the terms, definitions and provisions of the Notice\nand the Company's 1998 Stock Incentive Plan (the 'Plan') adopted by the Company,\nwhich are incorporated herein by reference. Unless otherwise defined herein, the\nterms defined in the Plan shall have the same defined meanings in this Option\nAgreement.\n\n         If designated in the Notice as an Incentive Stock Option, the Option is\nintended to qualify as an Incentive Stock Option as defined in Section 422 of\nthe Code. Nevertheless, to the extent that it exceeds the $100,000 rule of\nSection 422(d) of the Code, the Option shall be treated as a Non-Qualified Stock\nOption.\n\n2. EXERCISE OF OPTION.\n\n         (a) RIGHT TO EXERCISE. The Option shall be exercisable during its term\nin accordance with the Vesting Schedule set out in the Notice and with the\napplicable provisions of the Plan and this Option Agreement. In the event of\ntermination of Optionee's Continuous Status as an Employee, Director or\nConsultant, the Option shall be exercisable in accordance with the applicable\nprovisions of the Plan and this Option Agreement. The Option shall be subject to\nthe provisions of Section 11(b) of the Plan relating to the exercisability or\ntermination of the Option in the event of a Corporate Transaction. No partial\nexercise of the Option may be for less than the lesser of five percent (5%) of\nthe total number of Shares subject to the Option or the remaining number of\nShares subject to the Option. In no event shall the Company issue fractional\nShares.\n\n         (b) METHOD OF EXERCISE. The Option shall be exercisable only by\ndelivery of an Exercise Notice (attached as EXHIBIT A) which shall state the\nelection to exercise the Option, the whole number of Shares in respect of which\nthe Option is being exercised, and such other provisions as may be required by\nthe Administrator. Such Exercise Notice shall be signed by the Optionee and\nshall be delivered in person or by certified mail to the Secretary of the\nCompany accompanied by payment of the Exercise Price. The Option shall be deemed\nto be exercised upon receipt by the Company of such written notice accompanied\nby the Exercise Price.\n\n         No Shares will be issued pursuant to the exercise of the Option unless\nsuch issuance and such exercise shall comply with all Applicable Laws. Assuming\nsuch compliance, for income tax purposes, the Shares shall be considered\ntransferred to the Optionee on the date on which the Option is exercised with\nrespect to such Shares.\n\n         (c) TAXES. No Shares will be issued to the Optionee or other person\npursuant to the exercise of the Option until the Optionee or other person has\nmade arrangements acceptable to \n\n\n\n                                       1\n\n\nthe Administrator for the satisfaction of foreign, federal, state and local\nincome and employment tax withholding obligations.\n\n3. METHOD OF PAYMENT. Payment of the Exercise Price shall be by any of the\nfollowing, or a combination thereof, at the election of the Optionee; provided,\nhowever, that such exercise method does not then violate an Applicable Law:\n\n         (a) cash;\n\n         (b) check;\n\n         (c) surrender of Shares or delivery of a properly executed form of\nattestation of ownership of Shares as the Administrator may require (including\nwithholding of Shares otherwise deliverable upon exercise of the Option) which\nhave a Fair Market Value on the date of surrender or attestation equal to the\naggregate Exercise Price of the Shares as to which the Option is being exercised\n(but only to the extent that such exercise of the Option would not result in an\naccounting compensation charge with respect to the Shares used to pay the\nexercise price); or\n\n         (d) delivery of a properly executed Exercise Notice together with such\nother documentation as the Administrator and the broker, if applicable, shall\nrequire to effect an exercise of the Option and delivery to the Company of the\nsale or loan proceeds required to pay the Exercise Price.\n\n4. RESTRICTIONS ON EXERCISE. The Option may not be exercised if the issuance of\nthe Shares subject to the Option upon such exercise would constitute a violation\nof any Applicable Laws.\n\n5. TERMINATION OF RELATIONSHIP. In the event the Optionee's Continuous Status as\nan Employee, Director or Consultant terminates, the Optionee may, to the extent\notherwise so entitled at the date of such termination (the 'Termination Date'),\nexercise the Option during the Termination Period set out in the Notice. Except\nas provided in Sections 7 and 8, below, to the extent that the Optionee was not\nentitled to exercise the Option on the Termination Date, or if the Optionee does\nnot exercise the Option within the Termination Period, the Option shall\nterminate.\n\n6. DISABILITY OF OPTIONEE. In the event the Optionee's Continuous Status as an\nEmployee, Director or Consultant terminates as a result of his or her\ndisability, the Optionee may, but only within twelve (12) months from the\nTermination Date (and in no event later than the Expiration Date), exercise the\nOption to the extent otherwise entitled to exercise it on the Termination Date;\nprovided, however, that if such disability is not a 'disability' as such term is\ndefined in Section 22(e)(3) of the Code and the Option is an Incentive Stock\nOption, such Incentive Stock Option shall cease to be treated as an Incentive\nStock Option and shall be treated as a Non-Qualified Stock Option on the day\nthree (3) months and one day following the Termination Date. To the extent that\nthe Optionee was not entitled to exercise the Option on the Termination Date, or\nif the Optionee does not exercise the Option to the extent so entitled within\nthe time specified herein, the Option shall terminate.\n\n                                       2\n\n\n7. DEATH OF OPTIONEE. In the event of the Optionee's death, the Option may be\nexercised at any time within twelve (12) months following the date of death (and\nin no event later than the Expiration Date), by the Optionee's estate or by a\nperson who acquired the right to exercise the Option by bequest or inheritance,\nbut only to the extent the Optionee could exercise the Option at the date of\ndeath. To the extent that the Optionee was not entitled to exercise the Option\non the date of death, or if the Option is not exercised to the extent so\nentitled within the time specified herein, the Option shall terminate.\n\n8. NON-TRANSFERABILITY OF OPTION. The Option may not be transferred in any\nmanner otherwise than by will or by the laws of descent or distribution and may\nbe exercised during the lifetime of the Optionee only by the Optionee. The terms\nof the Option shall be binding upon the executors, administrators, heirs and\nsuccessors of the Optionee.\n\n9. TERM OF OPTION. The Option may be exercised only within the term set out in\nthe Notice and may be exercised during such term only in accordance with the\nPlan and the terms of this Option Agreement.\n\n10. TAX CONSEQUENCES. Set forth below is a brief summary as of the date of this\nOption Agreement of some of the federal tax consequences of exercise of the\nOption and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE,\nAND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD\nCONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.\n\n         (a) EXERCISE OF INCENTIVE STOCK OPTION. If the Option qualifies as an\nIncentive Stock Option, there will be no regular federal income tax liability\nupon the exercise of the Option, although the excess, if any, of the Fair Market\nValue of the Shares on the date of exercise over the Exercise Price will be\ntreated as an adjustment to the alternative minimum tax for federal tax purposes\nand may subject the Optionee to the alternative minimum tax in the year of\nexercise.\n\n         (b) EXERCISE OF INCENTIVE STOCK OPTION FOLLOWING DISABILITY. If the\nOptionee's Continuous Status as an Employee, Director or Consultant terminates\nas a result of disability that is not total and permanent disability as defined\nin Section 22(e)(3) of the Code, to the extent permitted on the date of\ntermination, the Optionee must exercise an Incentive Stock Option within three\n(3) months of such termination for the Incentive Stock Option to be qualified as\nan Incentive Stock Option.\n\n         (c) EXERCISE OF NON-QUALIFIED STOCK OPTION. There may be a regular\nfederal income tax liability upon the exercise of a Non-Qualified Stock Option.\nThe Optionee will be treated as having received compensation income (taxable at\nordinary income tax rates) equal to the excess, if any, of the Fair Market Value\nof the Shares on the date of exercise over the Exercise Price. If the Optionee\nis an Employee or a former Employee, the Company will be required to withhold\nfrom the Optionee's compensation or collect from the Optionee and pay to the\napplicable taxing authorities an amount in cash equal to a percentage of this\ncompensation income at the time of exercise, and may refuse to honor the\nexercise and refuse to deliver Shares if such withholding amounts are not\ndelivered at the time of exercise.\n\n                                       3\n\n\n         (d) DISPOSITION OF SHARES. In the case of a Non-Qualified Stock Option,\nif Shares are held for at least one year, any gain realized on disposition of\nthe Shares will be treated as long-term capital gain for federal income tax\npurposes and subject to tax at a maximum rate of 20%. In the case of an\nIncentive Stock Option, if Shares transferred pursuant to the Option are held\nfor at least one year after receipt of the Shares and are disposed of at least\ntwo years after the Date of Grant, any gain realized on disposition of the\nShares also will be treated as long-term capital gain for federal income tax\npurposes and subject to the same tax rates and holding periods that apply to\nShares acquired upon exercise of a Non-Qualified Stock Option. If Shares\npurchased under an Incentive Stock Option are disposed of within such one-year\nor two-year periods, any gain realized on such disposition will be treated as\ncompensation income (taxable at ordinary income rates) to the extent of the\ndifference between the Exercise Price and the lesser of (i) the Fair Market\nValue of the Shares on the date of exercise, or (ii) the sale price of the\nShares.\n\n11. ENTIRE AGREEMENT: GOVERNING LAW. The Notice, the Plan and this Option \nAgreement constitute the entire agreement of the parties with respect to the \nsubject matter hereof and supersede in their entirety all prior undertakings \nand agreements of the Company and the Optionee with respect to the subject \nmatter hereof, and may not be modified adversely to the Optionee's interest \nexcept by means of a writing signed by the Company and Optionee. IN THAT \nREGARD, THIS AGREEMENT OPTION FULLY SATISFIES THE OBLIGATION OF THE COMPANY \nTO GRANT OPTIONEE THE OPTIONS DESCRIBED IN THE COMPANY'S OFFER LETTER TO \nOPTIONEE PRIOR TO OPTIONEE'S BECOMING AN EMPLOYEE OR CONSULTANT OF THE \nCOMPANY, AND, IN THE EVENT OF ANY CONFLICT BETWEEN THE OPTION DESCRIBED IN \nSUCH OFFER LETTER OR AGREEMENT AND THIS OPTION AGREEMENT, THE TERMS AND \nCONDITIONS OF THIS OPTION AGREEMENT SHALL CONTROL. These agreements are \ngoverned by California law except for that body of law pertaining to conflict \nof laws.\n\n12. HEADINGS. The captions used in the Notice and this Option Agreement are \ninserted for convenience and shall not be deemed a part of the Option for \nconstruction or interpretation.\n\n13. INTERPRETATION. Any dispute regarding the interpretation of the Notice, \nthe Plan, and this Option Agreement shall be submitted by the Optionee or by \nthe Company forthwith to the Board or the Administrator that administers the \nPlan, which shall review such dispute at its next regular meeting. The \nresolution of such dispute by the Board or the Administrator shall be final \nand binding on all persons.\n\n14. FURTHER ASSURANCES. Optionee shall execute such further instruments and \ntake such further actions as may be requested BY the Company as reasonably \nnecessary to carry out the intent and purposes of this Option Agreement.\n\n15. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under \nthis Option Agreement to single or multiple assignees, and this Option \nAgreement shall inure to the benefit of the successors and assigns of the \nCompany. Subject to the restrictions on transfer herein set forth, this \nAgreement shall be binding upon Optionee and his or her heirs, executors, \nadministrators, successors and assigns.\n\n                                       4\n\n\n16. NOTICES. Any notice required or permitted hereunder shall be given in \nwriting and shall be deemed effectively given upon personal delivery or upon \ndeposit in the United States mail by certified mail, with postage and fees \nprepaid, addressed to the Company at its primary business office and to \nOptionee at its address as shown below beneath its signature, or to such \nother address as such party may designate in writing from time to time to the \nother party.\n\n                                       5\n\n\n                                    EXHIBIT A\n\n                    XOOM.COM, INC. 1998 STOCK INCENTIVE PLAN\n\n                                 EXERCISE NOTICE\n\nXOOM.com, Inc.\n300 Montgomery Street, Suite 300\nSan Francisco, CA  94104\n\nAttention: Secretary\n\n1. EXERCISE OF OPTION. Effective as of today, ________ __, ____, the undersigned\n(the 'Optionee') hereby elects to exercise the Optionee's option to purchase\nshares of the Common Stock (the 'Shares') of XOOM.com, Inc. (the 'Company')\nunder and pursuant to the Company's 1998 Stock Incentive Plan (the 'Plan') and\nthe [ ] Incentive [ ] Non-Qualified Stock Option Agreement and the within Notice\nof Stock Option Grant. The Optionee herewith delivers to the Company the full\nExercise Price for the Shares.\n\nTotal Number of Option Shares to Exercise (A):\n                                              ---------------------------------\nExercise Price per Share (B):  $   \n                                -----------------------------------------------\nTotal Amount to be Tendered (A x B):  $ \n                                       -----------------------------------------\n\n2. REPRESENTATIONS OF THE OPTIONEE. The Optionee acknowledges that the Optionee\nhas received, read and understood the Notice of Stock Option Grant, the Plan and\nthe Option Agreement and agrees to abide by and be bound by their terms and\nconditions.\n\n3. RIGHTS AS STOCKHOLDER. Until the stock certificate evidencing such Shares is\nissued (as evidenced by the appropriate entry on the books of the Company or of\na duly authorized transfer agent of the Company), no right to vote or receive\ndividends or any other rights as a stockholder shall exist with respect to the\nShares, notwithstanding the exercise of the Option.\n\n4. TAX CONSULTATION. The Optionee understands that the Optionee may suffer\nadverse tax consequences as a result of the Optionee's purchase or disposition\nof the Shares. The Optionee represents that the Optionee has consulted with any\ntax consultants the Optionee deems advisable in connection with the purchase or\ndisposition of the Shares and that the Optionee is not relying on the Company\nfor any tax advice.\n\n5. TAXES. The Optionee agrees to satisfy all applicable federal, state and local\nincome and employment tax withholding obligations and herewith delivers to the\nCompany the full amount of such obligations or has made arrangements acceptable\nto the Company to satisfy such obligations. In the case of an Incentive Stock\nOption, the Optionee also agrees, as partial consideration for the designation\nof the Option as an Incentive Stock Option, to notify the \n\n\n\n                                       A-1\n\n\nCompany in writing within thirty (30) days of any disposition of any shares\nacquired by exercise of the Option if such disposition occurs within two (2)\nyears from the Grant Date or within one (1) year from the date the Shares were\ntransferred to the Optionee. If the Company is required to satisfy any federal,\nstate or local income or employment tax withholding obligations as a result of\nsuch an early disposition, the Optionee agrees to satisfy the amount of such\nwithholding in a manner that the Administrator prescribes.\n\nSubmitted by:                        Accepted by:\n\nOPTIONEE:                            XOOM.com, Inc.\n\n                                     By: \n                                        ------------------------------------\n                                     Its: \n-------------------------                 ------------------------------------\n      (Signature)\n\nADDRESS:                             ADDRESS:\n--------                             --------\n\n------------------------\n------------------------\n\n\n\n                                      A-2\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9374],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9546],"class_list":["post-38318","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-xoom-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\/38318","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=38318"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38318"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38318"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38318"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}