{"id":38325,"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-plan-goto-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1998-stock-plan-goto-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1998-stock-plan-goto-com-inc.html","title":{"rendered":"1998 Stock Plan &#8211; GoTo.com Inc."},"content":{"rendered":"<pre>\n                                 GOTO.COM, INC.\n\n                                 1998 STOCK PLAN\n                    (AS AMENDED AND RESTATED April 6, 1999)\n\n      1. Purposes of the Plan. The purposes of this 1998 Stock Plan are:\n\n         o  to attract and retain the best available personnel for positions of \n            substantial responsibility, \n\n         o  to provide additional incentive to Employees, Directors and\n            Consultants, and\n\n         o  to promote the success of the Company's business.\n\n      Options granted under the Plan may be Incentive Stock Options or\nNonstatutory Stock Options, as determined by the Administrator at the time of\ngrant. Stock Purchase Rights may also be granted under the Plan.\n\n      2. Definitions. As used herein, the following definitions shall apply:\n\n         (a) 'Administrator' means the Board or any of its Committees as shall\nbe administering the Plan, in accordance with Section 4 of the Plan.\n\n         (b) 'Applicable Laws' means the requirements relating to the\nadministration of stock option plans under U. S. state corporate laws, U.S.\nfederal and state securities laws, the Code, any stock exchange or quotation\nsystem on which the Common Stock is listed or quoted and the applicable laws of\nany foreign country or jurisdiction where Options or Stock Purchase Rights are,\nor will be, granted under the Plan.\n\n         (c) 'Board' means the Board of Directors of the Company.\n\n         (d) 'Code' means the Internal Revenue Code of 1986, as amended.\n\n         (e) 'Committee' means a committee of Directors appointed by the Board\nin accordance with Section 4 of the Plan.\n\n         (f) 'Common Stock' means the common stock of the Company.\n\n         (g) 'Company' means GoTo.com, Inc., a Delaware corporation.\n\n         (h) 'Consultant' means any person, including an advisor, engaged by the\nCompany or a Parent or Subsidiary to render services to such entity.\n\n\n\n\n\n         (i) 'Director' means a member of the Board.\n\n         (j) 'Disability' means total and permanent disability as defined in\nSection 22(e)(3) of the Code. \n\n         (k) 'Employee' means any person, including Officers and Directors,\nemployed by the Company or any Parent or Subsidiary of the Company. A Service\nProvider shall not cease to be an Employee in the case of (i) any leave of\nabsence approved by the Company or (ii) transfers between locations of the\nCompany or between the Company, its Parent, any Subsidiary, or any successor.\nFor purposes of Incentive Stock Options, no such leave may exceed ninety days,\nunless reemployment upon expiration of such leave is guaranteed by statute or\ncontract. If reemployment upon expiration of a leave of absence approved by the\nCompany is not so guaranteed, on the 181st day of such leave any Incentive Stock\nOption held by the Optionee shall cease to be treated as an Incentive Stock\nOption and shall be treated for tax purposes as a Nonstatutory Stock Option.\nNeither service as a Director nor payment of a director's fee by the Company\nshall be sufficient to constitute 'employment' by the Company.\n\n         (l) 'Exchange Act' means the Securities Exchange Act of 1934, as\namended.\n\n         (m) 'Fair Market Value' means, as of any date, the value of Common\nStock determined as follows:\n\n             (i) If the Common Stock is listed on any established stock exchange\nor a national market system, including without limitation the Nasdaq National\nMarket or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market\nValue shall be the closing sales price for such stock (or the closing bid, if no\nsales were reported) as quoted on such exchange or system for the last market\ntrading day prior to the time of determination, as reported in The Wall Street\nJournal or such other source as the Administrator deems reliable;\n\n             (ii) If the Common Stock is regularly quoted by a recognized\nsecurities dealer but selling prices are not reported, the Fair Market Value of\na Share of Common Stock shall be the mean between the high bid and low asked\nprices for the Common Stock on the last market trading day prior to the day of\ndetermination, as reported in The Wall Street Journal or such other source as\nthe Administrator deems reliable; or\n\n             (iii) In the absence of an established market for the Common Stock,\nthe Fair Market Value shall be determined in good faith by the Administrator.\n\n\n         (n) 'Incentive Stock Option' means an Option intended to qualify as an\nincentive stock option within the meaning of Section 422 of the Code and the\nregulations promulgated thereunder.\n\n         (o) 'Nonstatutory Stock Option' means an Option not intended to qualify\nas an Incentive Stock Option.\n\n\n\n                                       -2-\n\n\n         (p) 'Notice of Grant' means a written or electronic notice evidencing\ncertain terms and conditions of an individual Option or Stock Purchase Right\ngrant. The Notice of Grant is part of the Option Agreement.\n\n         (q) 'Officer' means a person who is an officer of the Company within\nthe meaning of Section 16 of the Exchange Act and the rules and regulations\npromulgated thereunder.\n\n         (r) 'Option' means a stock option granted pursuant to the Plan.\n\n         (s) 'Option Agreement' means an agreement between the Company and an\nOptionee evidencing the terms and conditions of an individual Option grant. The\nOption Agreement is subject to the terms and conditions of the Plan.\n\n         (t) 'Option Exchange Program' means a program whereby outstanding\nOptions are surrendered in exchange for Options with a lower exercise price.\n\n         (u) 'Optioned Stock' means the Common Stock subject to an Option or\nStock Purchase Right.\n\n         (v) 'Optionee' means the holder of an outstanding Option or Stock\nPurchase Right granted under the Plan.\n\n         (w) 'Parent' means a 'parent corporation,' whether now or hereafter\nexisting, as defined in Section 424(e) of the Code.\n\n         (x) 'Plan' means this 1998 Stock Plan.\n\n         (y) 'Restricted Stock' means shares of Common Stock acquired pursuant\nto a grant of Stock Purchase Rights under Section 11 of the Plan.\n\n         (z) 'Restricted Stock Purchase Agreement' means a written agreement\nbetween the Company and the Optionee evidencing the terms and restrictions\napplying to stock purchased under a Stock Purchase Right. The Restricted Stock\nPurchase Agreement is subject to the terms and conditions of the Plan and the\nNotice of Grant.\n\n         (aa) 'Rule 16b-3' means Rule 16b-3 of the Exchange Act or any successor\nto Rule 16b-3, as in effect when discretion is being exercised with respect to\nthe Plan.\n\n         (bb) 'Section 16(b) ' means Section 16(b) of the Exchange Act.\n\n         (cc) 'Service Provider' means an Employee, Director or Consultant.\n\n         (dd) 'Share' means a share of the Common Stock, as adjusted in\naccordance with Section 13 of the Plan.\n\n\n\n                                       -3-\n\n\n         (ee) 'Stock Purchase Right' means the right to purchase Common Stock\npursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.\n\n         (ff) 'Subsidiary' means a 'subsidiary corporation', whether now or\nhereafter existing, as defined in Section 424(f) of the Code. \n\n      3. Stock Subject to the Plan. Subject to the provisions of Section 13 of\nthe Plan, the maximum aggregate number of Shares which may be optioned and sold\nunder the Plan is 8,500,000 Shares, plus an annual increase to be added on the\nfirst day of the Company's fiscal year beginning in 2000 equal to the lesser of\n(i) 7,500,000 Shares, (ii) 4% of the outstanding shares on such date or (iii) a\nlesser amount determined by the Board. The Shares may be authorized, but\nunissued, or reacquired Common Stock.\n\n      If an Option or Stock Purchase Right expires or becomes unexercisable\nwithout having been exercised in full, or is surrendered pursuant to an Option\nExchange Program, the unpurchased Shares which were subject thereto shall become\navailable for future grant or sale under the Plan (unless the Plan has\nterminated); provided, however, that Shares that have actually been issued under\nthe Plan, whether upon exercise of an Option or Right, shall not be returned to\nthe Plan and shall not become available for future distribution under the Plan,\nexcept that if Shares of Restricted Stock are repurchased by the Company at\ntheir original purchase price, such Shares shall become available for future\ngrant under the Plan. \n\n      4. Administration of the Plan.\n\n         (a) Procedure.\n\n             (i) Multiple Administrative Bodies. The Plan may be administered by\ndifferent Committees with respect to different groups of Service Providers.\n\n             (ii) Section 162(m). To the extent that the Administrator\ndetermines it to be desirable to qualify Options granted hereunder as\n'performance-based compensation' within the meaning of Section 162(m) of the\nCode, the Plan shall be administered by a Committee of two or more 'outside\ndirectors' within the meaning of Section 162(m) of the Code.\n\n\n             (iii) Rule 16b-3. To the extent desirable to qualify transactions\nhereunder as exempt under Rule 16b-3, the transactions contemplated hereunder\nshall be structured to satisfy the requirements for exemption under Rule 16b-3.\n\n             (iv) Other Administration. Other than as provided above, the Plan\nshall be administered by (A) the Board or (B) a Committee, which committee shall\nbe constituted to satisfy Applicable Laws.\n\n\n\n                                       -4-\n\n\n         (b) Powers of the Administrator. Subject to the provisions of the Plan,\nand in the case of a Committee, subject to the specific duties delegated by the\nBoard to such Committee, the Administrator shall have the authority, in its\ndiscretion: \n\n             (i) to determine the Fair Market Value;\n\n             (ii) to select the Service Providers to whom Options and Stock\nPurchase Rights may be granted hereunder;\n\n\n             (iii) to determine the number of shares of Common Stock to be\ncovered by each Option and Stock Purchase Right granted hereunder;\n\n             (iv) to approve forms of agreement for use under the Plan;\n\n             (v) to determine the terms and conditions, not inconsistent with\nthe terms of the Plan, of any Option or Stock Purchase Right granted hereunder.\nSuch terms and conditions include, but are not limited to, the exercise price,\nthe time or times when Options or Stock Purchase Rights may be exercised (which\nmay be based on performance criteria), any vesting acceleration or waiver of\nforfeiture restrictions, and any restriction or limitation regarding any Option\nor Stock Purchase Right or the shares of Common Stock relating thereto, based in\neach case on such factors as the Administrator, in its sole discretion, shall\ndetermine;\n\n             (vi) to reduce the exercise price of any Option or Stock Purchase\nRight to the then current Fair Market Value if the Fair Market Value of the\nCommon Stock covered by such Option or Stock Purchase Right shall have declined\nsince the date the Option or Stock Purchase Right was granted;\n\n             (vii) to institute an Option Exchange Program;\n\n             (viii) to construe and interpret the terms of the Plan and awards\ngranted pursuant to the Plan;\n\n             (ix) to prescribe, amend and rescind rules and regulations relating\nto the Plan, including rules and regulations relating to sub-plans established\nfor the purpose of qualifying for preferred tax treatment under foreign tax\nlaws;\n\n             (x) to modify or amend each Option or Stock Purchase Right (subject\nto Section 15(c) of the Plan), including the discretionary authority to extend\nthe post-termination exercisability period of Options longer than is otherwise\nprovided for in the Plan;\n\n             (xi) to allow Optionees to satisfy withholding tax obligations by\nelecting to have the Company withhold from the Shares to be issued upon exercise\nof an Option or Stock Purchase Right that number of Shares having a Fair Market\nValue equal to the amount required to be withheld. The Fair Market Value of the\nShares to be withheld shall be determined on the date that\n\n\n\n                                       -5-\n\n\nthe amount of tax to be withheld is to be determined. All elections by an\nOptionee to have Shares withheld for this purpose shall be made in such form and\nunder such conditions as the Administrator may deem necessary or advisable;\n\n             (xii) to authorize any person to execute on behalf of the Company\nany instrument required to effect the grant of an Option or Stock Purchase Right\npreviously granted by the Administrator;\n\n             (xiii) to make all other determinations deemed necessary or\nadvisable for administering the Plan. \n\n         (c) Effect of Administrator's Decision. The Administrator's decisions,\ndeterminations and interpretations shall be final and binding on all Optionees\nand any other holders of Options or Stock Purchase Rights.\n\n      5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may\nbe granted to Service Providers. Incentive Stock Options may be granted only to\nEmployees.\n\n      6. Limitations.\n\n         (a) Each Option shall be designated in the Option Agreement as either\nan Incentive Stock Option or a Nonstatutory Stock Option. However,\nnotwithstanding such designation, to the extent that the aggregate Fair Market\nValue of the Shares with respect to which Incentive Stock Options are\nexercisable for the first time by the Optionee during any calendar year (under\nall plans of the Company and any Parent or Subsidiary) exceeds $100,000, such\nOptions shall be treated as Nonstatutory Stock Options. For purposes of this\nSection 6(a), Incentive Stock Options shall be taken into account in the order\nin which they were granted. The Fair Market Value of the Shares shall be\ndetermined as of the time the Option with respect to such Shares is granted.\n\n         (b) Neither the Plan nor any Option or Stock Purchase Right shall\nconfer upon an Optionee any right with respect to continuing the Optionee's\nrelationship as a Service Provider with the Company, nor shall they interfere in\nany way with the Optionee's right or the Company's right to terminate such\nrelationship at any time, with or without cause.\n\n         (c) The following limitations shall apply to grants of Options:\n\n             (i) No Service Provider shall be granted, in any fiscal year of the\nCompany, Options to purchase more than 1,000,000 Shares.\n\n             (ii) In connection with his or her initial service, a Service\nProvider may be granted Options to purchase up to an additional 1,000,000 Shares\nwhich shall not count against the limit set forth in subsection (i) above.\n\n\n\n                                       -6-\n\n\n             (iii) The foregoing limitations shall be adjusted proportionately\nin connection with any change in the Company's capitalization as described in\nSection 13. \n\n             (iv) If an Option is cancelled in the same fiscal year of the\nCompany in which it was granted (other than in connection with a transaction\ndescribed in Section 13), the cancelled Option will be counted against the\nlimits set forth in subsections (i) and (ii) above. For this purpose, if the\nexercise price of an Option is reduced, the transaction will be treated as a\ncancellation of the Option and the grant of a new Option.\n\n      7. Term of Plan. Subject to Section 19 of the Plan, the Plan shall become\neffective upon its adoption by the Board. It shall continue in effect for a term\nof ten (10) years unless terminated earlier under Section 15 of the Plan.\n\n      8. Term of Option. The term of each Option shall be stated in the Option\nAgreement. In the case of an Incentive Stock Option, the term shall be ten (10)\nyears from the date of grant or such shorter term as may be provided in the\nOption Agreement. Moreover, in the case of an Incentive Stock Option granted to\nan Optionee who, at the time the Incentive Stock Option is granted, owns stock\nrepresenting more than ten percent (10%) of the total combined voting power of\nall classes of stock of the Company or any Parent or Subsidiary, the term of the\nIncentive Stock Option shall be five (5) years from the date of grant or such\nshorter term as may be provided in the Option Agreement.\n\n      9. Option Exercise Price and Consideration.\n\n\n         (a) Exercise Price. The per share exercise price for the Shares to be\nissued pursuant to exercise of an Option shall be determined by the\nAdministrator, subject to the following:\n\n             (i) In the case of an Incentive Stock Option\n\n                 (A) granted to an Employee who, at the time the Incentive Stock\nOption is granted, owns stock representing more than ten percent (10%) of the\nvoting power of all classes of stock of the Company or any Parent or Subsidiary,\nthe per Share exercise price shall be no less than 110% of the Fair Market Value\nper Share on the date of grant.\n\n                 (B) granted to any Employee other than an Employee described in\nparagraph (A) immediately above, the per Share exercise price shall be no less\nthan 100% of the Fair Market Value per Share on the date of grant.\n\n             (ii) In the case of a Nonstatutory Stock Option, the per Share\nexercise price shall be determined by the Administrator. In the case of a\nNonstatutory Stock Option intended to qualify as 'performance-based\ncompensation' within the meaning of Section 162(m) of the Code, the per Share\nexercise price shall be no less than 100% of the Fair Market Value per Share on\nthe date of grant.\n\n\n\n                                       -7-\n\n\n             (iii) Notwithstanding the foregoing, Options may be granted with a\nper Share exercise price of less than 100% of the Fair Market Value per Share on\nthe date of grant pursuant to a merger or other corporate transaction.\n\n         (b) Waiting Period and Exercise Dates. At the time an Option is\ngranted, the Administrator shall fix the period within which the Option may be\nexercised and shall determine any conditions which must be satisfied before the\nOption may be exercised.\n\n         (c) Form of Consideration. The Administrator shall determine the\nacceptable form of consideration for exercising an Option, including the method\nof payment. In the case of an Incentive Stock Option, the Administrator shall\ndetermine the acceptable form of consideration at the time of grant. Such\nconsideration may consist entirely of:\n\n             (i) cash;\n\n             (ii) check;\n\n             (iii) promissory note;\n\n             (iv) other Shares which (A) in the case of Shares acquired upon\nexercise of an option, have been owned by the Optionee for more than six months\non the date of surrender, and (B) have a Fair Market Value on the date of\nsurrender equal to the aggregate exercise price of the Shares as to which said\nOption shall be exercised;\n\n             (v) consideration received by the Company under a cashless exercise\nprogram implemented by the Company in connection with the Plan;\n\n             (vi) a reduction in the amount of any Company liability to the\nOptionee, including any liability attributable to the Optionee's participation\nin any Company-sponsored deferred compensation program or arrangement;\n\n             (vii) any combination of the foregoing methods of payment; or\n\n             (viii) such other consideration and method of payment for the\nissuance of Shares to the extent permitted by Applicable Laws.\n\n\n      10. Exercise of Option.\n\n         (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted\nhereunder shall be exercisable according to the terms of the Plan and at such\ntimes and under such conditions as determined by the Administrator and set forth\nin the Option Agreement. Unless the Administrator provides otherwise, vesting of\nOptions granted hereunder shall be tolled during any unpaid leave of absence. An\nOption may not be exercised for a fraction of a Share.\n\n\n\n                                       -8-\n\n\n      An Option shall be deemed exercised when the Company receives: (i) written\nor electronic notice of exercise (in accordance with the Option Agreement) from\nthe person entitled to exercise the Option, and (ii) full payment for the Shares\nwith respect to which the Option is exercised. Full payment may consist of any\nconsideration and method of payment authorized by the Administrator and\npermitted by the Option Agreement and the Plan. Shares issued upon exercise of\nan Option shall be issued in the name of the Optionee or, if requested by the\nOptionee, in the name of the Optionee and his or her spouse. Until the Shares\nare issued (as evidenced by the appropriate entry on the books of the Company or\nof a duly authorized transfer agent of the Company), no right to vote or receive\ndividends or any other rights as a shareholder shall exist with respect to the\nOptioned Stock, notwithstanding the exercise of the Option. The Company shall\nissue (or cause to be issued) such Shares promptly after the Option is\nexercised. No adjustment will be made for a dividend or other right for which\nthe record date is prior to the date the Shares are issued, except as provided\nin Section 13 of the Plan.\n\n      Exercising an Option in any manner shall decrease the number of Shares\nthereafter available, both for purposes of the Plan and for sale under the\nOption, by the number of Shares as to which the Option is exercised. \n\n         (b) Termination of Relationship as a Service Provider. If an Optionee\nceases to be a Service Provider, other than upon the Optionee's death or\nDisability, the Optionee may exercise his or her Option within such period of\ntime as is specified in the Option Agreement to the extent that the Option is\nvested on the date of termination (but in no event later than the expiration of\nthe term of such Option as set forth in the Option Agreement). In the absence of\na specified time in the Option Agreement, the Option shall remain exercisable\nfor three (3) months following the Optionee's termination. If, on the date of\ntermination, the Optionee is not vested as to his or her entire Option, the\nShares covered by the unvested portion of the Option shall revert to the Plan.\nIf, after termination, the Optionee does not exercise his or her Option within\nthe time specified by the Administrator, the Option shall terminate, and the\nShares covered by such Option shall revert to the Plan.\n\n         (c) Disability of Optionee. If an Optionee ceases to be a Service\nProvider as a result of the Optionee's Disability, the Optionee may exercise his\nor her Option within such period of time as is specified in the Option Agreement\nto the extent the Option is vested on the date of termination (but in no event\nlater than the expiration of the term of such Option as set forth in the Option\nAgreement). In the absence of a specified time in the Option Agreement, the\nOption shall remain exercisable for twelve (12) months following the Optionee's\ntermination. If, on the date of termination, the Optionee is not vested as to\nhis or her entire Option, the Shares covered by the unvested portion of the\nOption shall revert to the Plan. If, after termination, the Optionee does not\nexercise his or her Option within the time specified herein, the Option shall\nterminate, and the Shares covered by such Option shall revert to the Plan.\n\n         (d) Death of Optionee. If an Optionee dies while a Service Provider,\nthe Option may be exercised within such period of time as is specified in the\nOption Agreement (but in no event\n\n\n\n                                       -9-\n\n\nlater than the expiration of the term of such Option as set forth in the Notice\nof Grant), by the Optionee's estate or by a person who acquires the right to\nexercise the Option by bequest or inheritance, but only to the extent that the\nOption is vested on the date of death. In the absence of a specified time in the\nOption Agreement, the Option shall remain exercisable for twelve (12) months\nfollowing the Optionee's termination. If, at the time of death, the Optionee is\nnot vested as to his or her entire Option, the Shares covered by the unvested\nportion of the Option shall immediately revert to the Plan. The Option may be\nexercised by the executor or administrator of the Optionee's estate or, if none,\nby the person(s) entitled to exercise the Option under the Optionee's will or\nthe laws of descent or distribution. If the Option is not so exercised within\nthe time specified herein, the Option shall terminate, and the Shares covered by\nsuch Option shall revert to the Plan. \n\n         (e) Buyout Provisions. The Administrator may at any time offer to buy\nout for a payment in cash or Shares an Option previously granted based on such\nterms and conditions as the Administrator shall establish and communicate to the\nOptionee at the time that such offer is made.\n\n\n      11. Stock Purchase Rights.\n\n         (a) Rights to Purchase. Stock Purchase Rights may be issued either\nalone, in addition to, or in tandem with other awards granted under the Plan\nand\/or cash awards made outside of the Plan. After the Administrator determines\nthat it will offer Stock Purchase Rights under the Plan, it shall advise the\nofferee in writing or electronically, by means of a Notice of Grant, of the\nterms, conditions and restrictions related to the offer, including the number of\nShares that the offeree shall be entitled to purchase, the price to be paid, and\nthe time within which the offeree must accept such offer. The offer shall be\naccepted by execution of a Restricted Stock Purchase Agreement in the form\ndetermined by the Administrator.\n\n         (b) Repurchase Option. Unless the Administrator determines otherwise,\nthe Restricted Stock Purchase Agreement shall grant the Company a repurchase\noption exercisable upon the voluntary or involuntary termination of the\npurchaser's service with the Company for any reason (including death or\nDisability). The purchase price for Shares repurchased pursuant to the\nRestricted Stock Purchase Agreement shall be the original price paid by the\npurchaser and may be paid by cancellation of any indebtedness of the purchaser\nto the Company. The repurchase option shall lapse at a rate determined by the\nAdministrator.\n\n         (c) Other Provisions. The Restricted Stock Purchase Agreement shall\ncontain such other terms, provisions and conditions not inconsistent with the\nPlan as may be determined by the Administrator in its sole discretion.\n\n         (d) Rights as a Shareholder. Once the Stock Purchase Right is\nexercised, the purchaser shall have the rights equivalent to those of a\nshareholder, and shall be a shareholder when his or her purchase is entered upon\nthe records of the duly authorized transfer agent of the Company. No adjustment\nwill be made for a dividend or other right for which the record date is prior to\nthe date the Stock Purchase Right is exercised, except as provided in Section 13\nof the Plan.\n\n\n\n                                      -10-\n\n\n      12. Non-Transferability of Options and Stock Purchase Rights. Unless\ndetermined otherwise by the Administrator, an Option or Stock Purchase Right may\nnot be sold, pledged, assigned, hypothecated, transferred, or disposed of in any\nmanner other than by will or by the laws of descent or distribution and may be\nexercised, during the lifetime of the Optionee, only by the Optionee. If the\nAdministrator makes an Option or Stock Purchase Right transferable, such Option\nor Stock Purchase Right shall contain such additional terms and conditions as\nthe Administrator deems appropriate.\n\n      13. Adjustments Upon Changes in Capitalization, Dissolution, Merger or\nAsset Sale.\n\n\n         (a) Changes in Capitalization. Subject to any required action by the\nshareholders of the Company, the number of shares of Common Stock covered by\neach outstanding Option and Stock Purchase Right, and the number of shares of\nCommon Stock which have been authorized for issuance under the Plan but as to\nwhich no Options or Stock Purchase Rights have yet been granted or which have\nbeen returned to the Plan upon cancellation or expiration of an Option or Stock\nPurchase Right, as well as the price per share of Common Stock covered by each\nsuch outstanding Option or Stock Purchase Right, shall be proportionately\nadjusted for any increase or decrease in the number of issued shares of Common\nStock resulting from a stock split, reverse stock split, stock dividend,\ncombination or reclassification of the Common Stock, or any other increase or\ndecrease in the number of issued shares of Common Stock effected without receipt\nof consideration by the Company; provided, however, that conversion of any\nconvertible securities of the Company shall not be deemed to have been 'effected\nwithout receipt of consideration.' Such adjustment shall be made by the Board,\nwhose determination in that respect shall be final, binding and conclusive.\nExcept as expressly provided herein, no issuance by the Company of shares of\nstock of any class, or securities convertible into shares of stock of any class,\nshall affect, and no adjustment by reason thereof shall be made with respect to,\nthe number or price of shares of Common Stock subject to an Option or Stock\nPurchase Right.\n\n         (b) Dissolution or Liquidation. In the event of the proposed\ndissolution or liquidation of the Company, the Administrator shall notify each\nOptionee as soon as practicable prior to the effective date of such proposed\ntransaction. The Administrator in its discretion may provide for an Optionee to\nhave the right to exercise his or her Option until fifteen (15) days prior to\nsuch transaction as to all of the Optioned Stock covered thereby, including\nShares as to which the Option would not otherwise be exercisable. In addition,\nthe Administrator may provide that any Company repurchase option applicable to\nany Shares purchased upon exercise of an Option or Stock Purchase Right shall\nlapse as to all such Shares, provided the proposed dissolution or liquidation\ntakes place at the time and in the manner contemplated. To the extent it has not\nbeen previously exercised, an Option or Stock Purchase Right will terminate\nimmediately prior to the consummation of such proposed action.\n\n         (c) Merger or Asset Sale. In the event of a merger of the Company with\nor into another corporation, or the sale of substantially all of the assets of\nthe Company, each outstanding Option and Stock Purchase Right shall be assumed\nor an equivalent option or right substituted by the\n\n\n\n                                      -11-\n\n\nsuccessor corporation or a Parent or Subsidiary of the successor corporation. In\nthe event that the successor corporation refuses to assume or substitute for the\nOption or Stock Purchase Right, the Optionee shall fully vest in and have the\nright to exercise the Option or Stock Purchase Right as to all of the Optioned\nStock, including Shares as to which it would not otherwise be vested or\nexercisable. If an Option or Stock Purchase Right becomes fully vested and\nexercisable in lieu of assumption or substitution in the event of a merger or\nsale of assets, the Administrator shall notify the Optionee in writing or\nelectronically that the Option or Stock Purchase Right shall be fully vested and\nexercisable for a period of fifteen (15) days from the date of such notice, and\nthe Option or Stock Purchase Right shall terminate upon the expiration of such\nperiod. For the purposes of this paragraph, the Option or Stock Purchase Right\nshall be considered assumed if, following the merger or sale of assets, the\noption or right confers the right to purchase or receive, for each Share of\nOptioned Stock subject to the Option or Stock Purchase Right immediately prior\nto the merger or sale of assets, the consideration (whether stock, cash, or\nother securities or property) received in the merger or sale of assets by\nholders of Common Stock for each Share held on the effective date of the\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);\nprovided, however, that if such consideration received in the merger or sale of\nassets is not solely common stock of the successor corporation or its Parent,\nthe Administrator may, with the consent of the successor corporation, provide\nfor the consideration to be received upon the exercise of the Option or Stock\nPurchase Right, for each Share of Optioned Stock subject to the Option or Stock\nPurchase Right, to be solely common stock of the successor corporation or its\nParent equal in fair market value to the per share consideration received by\nholders of Common Stock in the merger or sale of assets.\n\n      14. Date of Grant. The date of grant of an Option or Stock Purchase Right\nshall be, for all purposes, the date on which the Administrator makes the\ndetermination granting such Option or Stock Purchase Right, or such other later\ndate as is determined by the Administrator. Notice of the determination shall be\nprovided to each Optionee within a reasonable time after the date of such grant.\n\n\n      15. Amendment and Termination of the Plan.\n\n         (a) Amendment and Termination. The Board may at any time amend, alter,\nsuspend or terminate the Plan.\n\n         (b) Shareholder Approval. The Company shall obtain shareholder approval\nof any Plan amendment to the extent necessary and desirable to comply with\nApplicable Laws.\n\n\n         (c) Effect of Amendment or Termination. No amendment, alteration,\nsuspension or termination of the Plan shall impair the rights of any Optionee,\nunless mutually agreed otherwise between the Optionee and the Administrator,\nwhich agreement must be in writing and signed by the Optionee and the Company.\nTermination of the Plan shall not affect the Administrator's ability to exercise\nthe powers granted to it hereunder with respect to Options granted under the\nPlan prior to the date of such termination.\n\n\n\n                                      -12-\n\n\n      16. Conditions Upon Issuance of Shares.\n\n         (a) Legal Compliance. Shares shall not be issued pursuant to the\nexercise of an Option or Stock Purchase Right unless the exercise of such Option\nor Stock Purchase Right and the issuance and delivery of such Shares shall\ncomply with Applicable Laws and shall be further subject to the approval of\ncounsel for the Company with respect to such compliance.\n\n         (b) Investment Representations. As a condition to the exercise of an\nOption or Stock Purchase Right, the Company may require the person exercising\nsuch Option or Stock Purchase Right to represent and warrant at the time of any\nsuch exercise that the Shares are being purchased only for investment and\nwithout any present intention to sell or distribute such Shares if, in the\nopinion of counsel for the Company, such a representation is required.\n\n      17. Inability to Obtain Authority. The inability of the Company to obtain\nauthority from any regulatory body having jurisdiction, which authority is\ndeemed by the Company's counsel to be necessary to the lawful issuance and sale\nof any Shares hereunder, shall relieve the Company of any liability in respect\nof the failure to issue or sell such Shares as to which such requisite authority\nshall not have been obtained.\n\n      18. Reservation of Shares. The Company, during the term of this Plan, will\nat all times reserve and keep available such number of Shares as shall be\nsufficient to satisfy the requirements of the Plan.\n\n\n      19. Shareholder Approval. The Plan shall be subject to approval by the\nshareholders of the Company within twelve (12) months after the date the Plan is\nadopted. Such shareholder approval shall be obtained in the manner and to the\ndegree required under Applicable Laws.\n\n\n\n                                      -13-\n\n                                 GOTO.COM, INC.\n\n                                 1998 STOCK PLAN\n\n                             STOCK OPTION AGREEMENT\n\n\n       Unless otherwise defined herein, the terms defined in the Plan shall have\nthe same defined meanings in this Option Agreement.\n\nI.  NOTICE OF STOCK OPTION GRANT\n\n[Optionee's Name and Address]\n\n       You have been granted an option to purchase Common Stock of the Company,\nsubject to the terms and conditions of the Plan and this Option Agreement, as\nfollows:\n\n       Grant Number                         _________________________\n\n       Date of Grant                        _________________________\n\n       Vesting Commencement Date            _________________________\n\n       Exercise Price per Share             $________________________\n\n       Total Number of Shares Granted       _________________________\n\n       Total Exercise Price                 $________________________\n\n       Type of Option:                      ___    Incentive Stock Option\n\n                                            ___    Nonstatutory Stock Option\n\n       Term\/Expiration Date:                _________________________\n\n\n     VESTING SCHEDULE:\n\n       This Option may be exercised, in whole or in part, in accordance with the\nfollowing schedule:\n\n[20% OF THE SHARES SUBJECT TO THE OPTION SHALL VEST ON THE VESTING COMMENCEMENT\nDATE, AND 20% OF THE SHARES SUBJECT TO THE OPTION SHALL VEST EACH ANNIVERSARY OF\nTHE VESTING COMMENCEMENT DATE, SUBJECT TO OPTIONEE'S CONTINUING TO BE A SERVICE\nPROVIDER ON SUCH DATES SO THAT THE SHARES SUBJECT TO THE OPTION SHALL BE 100%\nVESTED FOUR (4) YEARS FROM THE VESTING\n\nCOMMENCEMENT DATE].\n\n       Termination Period:\n\n       This Option may be exercised for three months after Optionee ceases to be\na Service Provider. Upon the death or Disability of the Optionee, this Option\nmay be exercised for one year after Optionee ceases to be a Service Provider. In\nno event shall this Option be exercised later than the Term\/Expiration Date as\nprovided above.\n\nII.  AGREEMENT\n\n       1     GRANT OF OPTION. The Plan Administrator of the Company hereby\ngrants to the Optionee named in the Notice of Grant attached as Part I of this\nAgreement (the 'Optionee') an option (the 'Option') to purchase the number of\nShares, as set forth in the Notice of Grant, at the exercise price per share set\nforth in the Notice of Grant (the 'Exercise Price'), subject to the terms and\nconditions of the Plan, which is incorporated herein by reference. Subject to\nSection 15(c) of the Plan, in the event of a conflict between the terms and\nconditions of the Plan and the terms and conditions of this Option Agreement,\nthe terms and conditions of the Plan shall prevail.\n\n             If designated in the Notice of Grant as an Incentive Stock Option\n('ISO'), this Option is intended to qualify as an Incentive Stock Option under\nSection 422 of the Code. However, if this Option is intended to be an Incentive\nStock Option, to the extent that it exceeds the $100,000 rule of Code Section\n422(d) it shall be treated as a Nonstatutory Stock Option ('NSO').\n\n       2     EXERCISE OF OPTION.\n\n             (a) Right to Exercise. This Option is exercisable during its term\nin accordance with the Vesting Schedule set out in the Notice of Grant and the\napplicable provisions of the Plan and this Option Agreement.\n\n             (b) Method of Exercise. This Option is exercisable by delivery of\nan exercise notice, in the form attached as Exhibit A (the 'Exercise Notice'),\nwhich shall state the election to exercise the Option, the number of Shares in\nrespect of which the Option is being exercised (the 'Exercised Shares'), and\nsuch other representations and agreements as may be required by the Company\npursuant to the provisions of the Plan. The Exercise Notice shall be completed\nby the Optionee and delivered to the Secretary of the Company. The Exercise\nNotice shall be accompanied by payment of the aggregate Exercise Price as to all\nExercised Shares. This Option shall be deemed to be exercised upon receipt by\nthe Company of such fully executed Exercise Notice accompanied by such aggregate\nExercise Price.\n\n             No Shares shall be issued pursuant to the exercise of this Option\nunless such issuance and exercise complies with Applicable Laws. Assuming such\ncompliance, for income tax purposes the Exercised Shares shall be considered\ntransferred to the Optionee on the date the Option is exercised with respect to\nsuch Exercised Shares.\n\n\n\n\n\n       3     METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall be\nby any of the following, or a combination thereof, at the election of the\nOptionee:\n\n             (a) cash; or\n\n             (b) check; or\n\n             (c) consideration received by the Company under a cashless exercise\nprogram implemented by the Company in connection with the Plan; or\n\n             (d) surrender of other Shares which (i) in the case of Shares\nacquired upon exercise of an option, have been owned by the Optionee for more\nthan six (6) months on the date of surrender, AND (ii) have a Fair Market Value\non the date of surrender equal to the aggregate Exercise Price of the Exercised\nShares;\n\n       4     NON-TRANSFERABILITY OF OPTION. This Option may not be transferred\nin any manner otherwise than by will or by the laws of descent or distribution\nand may be exercised during the lifetime of Optionee only by the Optionee. The\nterms of the Plan and this Option Agreement shall be binding upon the executors,\nadministrators, heirs, successors and assigns of the Optionee.\n\n       5     TERM OF OPTION. This Option may be exercised only within the term\nset out in the Notice of Grant, and may be exercised during such term only in\naccordance with the Plan and the terms of this Option Agreement.\n\n       6     TAX CONSEQUENCES. Some of the federal tax consequences relating to\nthis Option, as of the date of this Option, are set forth below. THIS SUMMARY IS\nNECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.\nTHE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR\nDISPOSING OF THE SHARES.\n\n             (a) Exercising the Option.\n\n                   (i) Nonstatutory Stock Option. The Optionee may incur regular\nfederal income tax liability upon exercise of a NSO. The Optionee will be\ntreated as having received compensation income (taxable at ordinary income tax\nrates) equal to the excess, if any, of the Fair Market Value of the Exercised\nShares on the date of exercise over their aggregate Exercise Price. If the\nOptionee is an Employee or a former Employee, the Company will be required to\nwithhold from his or her compensation or collect from 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\n\n\n                                      -3-\n\nrefuse to honor the exercise and refuse to deliver Shares if such withholding\namounts are not delivered at the time of exercise.\n\n                   (ii) Incentive Stock Option. If this Option qualifies as an\nISO, the Optionee will have no regular federal income tax liability upon its\nexercise, although the excess, if any, of the Fair Market Value of the Exercised\nShares on the date of exercise over their aggregate Exercise Price will be\ntreated as an adjustment to alternative minimum taxable income for federal tax\npurposes and may subject the Optionee to alternative minimum tax in the year of\nexercise. In the event that the Optionee ceases to be an Employee but remains a\nService Provider, any Incentive Stock Option of the Optionee that remains\nunexercised shall cease to qualify as an Incentive Stock Option and will be\ntreated for tax purposes as a Nonstatutory Stock Option on the date three (3)\nmonths and one (1) day following such change of status.\n\n             (b) Disposition of Shares.\n\n                   (i) NSO. If the Optionee holds NSO Shares for at least one\nyear, any gain realized on disposition of the Shares will be treated as\nlong-term capital gain for federal income tax purposes.\n\n                   (ii) ISO. If the Optionee holds ISO Shares for at least one\nyear after exercise and two years after the grant date, any gain realized on\ndisposition of the Shares will be treated as long-term capital gain for federal\nincome tax purposes. If the Optionee disposes of ISO Shares within one year\nafter exercise or two years after the grant date, any gain realized on such\ndisposition will be treated as compensation income (taxable at ordinary income\nrates) to the extent of the excess, if any, of the lesser of (A) the difference\nbetween the Fair Market Value of the Shares acquired on the date of exercise and\nthe aggregate Exercise Price, or (B) the difference between the sale price of\nsuch Shares and the aggregate Exercise Price. Any additional gain will be taxed\nas capital gain, short-term or long-term depending on the period that the ISO\nShares were held.\n\n             (c) Notice of Disqualifying Disposition of ISO Shares. If the\nOptionee sells or otherwise disposes of any of the Shares acquired pursuant to\nan ISO on or before the later of (i) two years after the grant date, or (ii) one\nyear after the exercise date, the Optionee shall immediately notify the Company\nin writing of such disposition. The Optionee agrees that he or she may be\nsubject to income tax withholding by the Company on the compensation income\nrecognized from such early disposition of ISO Shares by payment in cash or out\nof the current earnings paid to the Optionee.\n\n       7     ENTIRE AGREEMENT; GOVERNING LAW. The Plan is incorporated herein by\nreference. The Plan and this Option Agreement constitute the entire agreement of\nthe parties with respect to the subject matter hereof and supersede in their\nentirety all prior undertakings and agreements of the Company and Optionee with\nrespect to the subject matter hereof, and may not be modified adversely\n\n\n                                      -4-\n\n\nto the Optionee's interest except by means of a writing signed by the Company\nand Optionee. This agreement is governed by the internal substantive laws, but\nnot the choice of law rules, of California.\n\n       8     NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND AGREES\nTHAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED\nONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT\nTHROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES\nHEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE\nTRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO\nNOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A\nSERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL\nNOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE\nOPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT\nCAUSE.\n\n       By your signature and the signature of the Company's representative\nbelow, you and the Company agree that this Option is granted under and governed\nby the terms and conditions of the Plan and this Option Agreement. Optionee has\nreviewed the Plan and this Option Agreement in their entirety, has had an\nopportunity to obtain the advice of counsel prior to executing this Option\nAgreement and fully understands all provisions of the Plan and Option Agreement.\nOptionee hereby agrees to accept as binding, conclusive and final all decisions\nor interpretations of the Administrator upon any questions relating to the Plan\nand Option Agreement. Optionee further agrees to notify the Company upon any\nchange in the residence address indicated below.\n\nOPTIONEE:                                   GOTO.COM, INC.\n\n\n-----------------------------------         ------------------------------------\nSignature                                   By\n\n\n-----------------------------------         ------------------------------------\nPrint Name                                  Title\n\n\n-----------------------------------\nResidence Address\n\n\n-----------------------------------\n\n\n                                      -5-\n\n                                CONSENT OF SPOUSE\n\n       The undersigned spouse of Optionee has read and hereby approves the terms\nand conditions of the Plan and this Option Agreement. In consideration of the\nCompany's granting his or her spouse the right to purchase Shares as set forth\nin the Plan and this Option Agreement, the undersigned hereby agrees to be\nirrevocably bound by the terms and conditions of the Plan and this Option\nAgreement and further agrees that any community property interest shall be\nsimilarly bound. The undersigned hereby appoints the undersigned's spouse as\nattorney-in-fact for the undersigned with respect to any amendment or exercise\nof rights under the Plan or this Option Agreement.\n\n\n\n                                       -----------------------------------------\n                                       Spouse of Optionee\n\n\n                                      -6-\n\n                                    EXHIBIT A\n\n\n                                 GOTO.COM, INC.\n                                 1998 STOCK PLAN\n\n                                 EXERCISE NOTICE\n\n\nGoTo.com, Inc.\n{Address}\n\nAttention: Secretary\n\n       1     EXERCISE OF OPTION. Effective as of today, ________________, _____,\nthe undersigned ('Purchaser') hereby elects to purchase ______________ shares\n(the 'Shares') of the Common Stock of GoTo.com, Inc. (the 'Company') under and\npursuant to the 1998 Stock Plan (the 'Plan') and the Stock Option Agreement\ndated , _____ (the 'Option Agreement'). The purchase price for the Shares shall\nbe $________, as required by the Option Agreement.\n\n       2     DELIVERY OF PAYMENT. Purchaser herewith delivers to the Company the\nfull purchase price for the Shares.\n\n       3     REPRESENTATIONS OF PURCHASER. Purchaser acknowledges that Purchaser\nhas received, read and understood the Plan and the Option Agreement and agrees\nto abide by and be bound by their terms and conditions.\n\n       4     RIGHTS AS SHAREHOLDER. Until the issuance (as evidenced by the\nappropriate entry on the books of the Company or of a duly authorized transfer\nagent of the Company) of the Shares, no right to vote or receive dividends or\nany other rights as a shareholder shall exist with respect to the Optioned\nStock, notwithstanding the exercise of the Option. The Shares so acquired shall\nbe issued to the Optionee as soon as practicable after exercise of the Option.\nNo adjustment will be made for a dividend or other right for which the record\ndate is prior to the date of issuance, except as provided in Section 13 of the\nPlan.\n\n       5     TAX CONSULTATION. Purchaser understands that Purchaser may suffer\nadverse tax consequences as a result of Purchaser's purchase or disposition of\nthe Shares. Purchaser represents that Purchaser has consulted with any tax\nconsultants Purchaser deems advisable in connection with the purchase or\ndisposition of the Shares and that Purchaser is not relying on the Company for\nany tax advice.\n\n\n       6     ENTIRE AGREEMENT; GOVERNING LAW. The Plan and Option Agreement are\nincorporated herein by reference. This Agreement, the Plan and the Option\nAgreement constitute the entire agreement of the parties with respect to the\nsubject matter hereof and supersede in their entirety all prior undertakings and\nagreements of the Company and Purchaser with respect to the subject matter\nhereof, and may not be modified adversely to the Purchaser's interest except by\nmeans of a writing signed by the Company and Purchaser. This agreement is\ngoverned by the internal substantive laws, but not the choice of law rules, of\nCalifornia.\n\nSubmitted by:                               Accepted by:\n\nPURCHASER:                                  GOTO.COM, INC.\n\n\n----------------------------------          ------------------------------------\nSignature                                   By\n\n\n----------------------------------          ------------------------------------\nPrint Name                                  Its\n\nAddress:                                    Address:\n\n                                            GoTo,com, Inc.\n----------------------------------          {Address}\n\n----------------------------------\n                                            ------------------------------------\n                                            Date Received\n\n\n                                      -2-\n\n                                    EXHIBIT B\n\n                               SECURITY AGREEMENT\n\n       This Security Agreement is made as of __________, _____ between GoTo.com,\nInc. a Delaware corporation ('Pledgee'), and _________________________\n('Pledgor').\n\n                                    Recitals\n\n       Pursuant to Pledgor's election to purchase Shares under the Option\nAgreement dated ________ (the 'Option'), between Pledgor and Pledgee under\nPledgee's 1998 Stock Plan, and Pledgor's election under the terms of the Option\nto pay for such shares with his promissory note (the 'Note'), Pledgor has\npurchased _________ shares of Pledgee's Common Stock (the 'Shares') at a price\nof $________ per share, for a total purchase price of $__________. The Note and\nthe obligations thereunder are as set forth in Exhibit C to the Option.\n\n       NOW, THEREFORE, it is agreed as follows:\n\n       1     CREATION AND DESCRIPTION OF SECURITY INTEREST. In consideration of\nthe transfer of the Shares to Pledgor under the Option Agreement, Pledgor,\npursuant to the California Commercial Code, hereby pledges all of such Shares\n(herein sometimes referred to as the 'Collateral') represented by certificate\nnumber ______, duly endorsed in blank or with executed stock powers, and\nherewith delivers said certificate to the Secretary of Pledgee ('Pledgeholder'),\nwho shall hold said certificate subject to the terms and conditions of this\nSecurity Agreement.\n\n       The pledged stock (together with an executed blank stock assignment for\nuse in transferring all or a portion of the Shares to Pledgee if, as and when\nrequired pursuant to this Security Agreement) shall be held by the Pledgeholder\nas security for the repayment of the Note, and any extensions or renewals\nthereof, to be executed by Pledgor pursuant to the terms of the Option, and the\nPledgeholder shall not encumber or dispose of such Shares except in accordance\nwith the provisions of this Security Agreement.\n\n       2     PLEDGOR'S REPRESENTATIONS AND COVENANTS. To induce Pledgee to enter\ninto this Security Agreement, Pledgor represents and covenants to Pledgee, its\nsuccessors and assigns, as follows:\n\n             a   Payment of Indebtedness. Pledgor will pay the principal sum\nof the Note secured hereby, together with interest thereon, at the time and in\nthe manner provided in the Note.\n\n             b   Encumbrances. The Shares are free of all other encumbrances,\ndefenses and liens, and Pledgor will not further encumber the Shares without the\nprior written consent of Pledgee.\n\n             c   Margin Regulations. In the event that Pledgee's Common Stock is\nnow or later becomes margin-listed by the Federal Reserve Board and Pledgee is\nclassified as a 'lender' within the meaning of the regulations under Part 207 of\nTitle 12 of the Code of Federal Regulations ('Regulation G'), Pledgor agrees to\ncooperate with Pledgee in making any amendments to the Note or providing any\nadditional collateral as may be necessary to comply with such regulations.\n\n       3     VOTING RIGHTS. During the term of this pledge and so long as all\npayments of principal and interest are made as they become due under the terms\nof the Note, Pledgor shall have the right to vote all of the Shares pledged\nhereunder.\n\n       4     STOCK ADJUSTMENTS. In the event that during the term of the pledge\nany stock dividend, reclassification, readjustment or other changes are declared\nor made in the capital structure of Pledgee, all new, substituted and additional\nshares or other securities issued by reason of any such change shall be\ndelivered to and held by the Pledgee under the terms of this Security Agreement\nin the same manner as the Shares originally pledged hereunder. In the event of\nsubstitution of such securities, Pledgor, Pledgee and Pledgeholder shall\ncooperate and execute such documents as are reasonable so as to provide for the\nsubstitution of such Collateral and, upon such substitution, references to\n'Shares' in this Security Agreement shall include the substituted shares of\ncapital stock of Pledgor as a result thereof.\n\n       5     OPTIONS AND RIGHTS. In the event that, during the term of this\npledge, subscription Options or other rights or options shall be issued in\nconnection with the pledged Shares, such rights, Options and options shall be\nthe property of Pledgor and, if exercised by Pledgor, all new stock or other\nsecurities so acquired by Pledgor as it relates to the pledged Shares then held\nby Pledgeholder shall be immediately delivered to Pledgeholder, to be held under\nthe terms of this Security Agreement in the same manner as the Shares pledged.\n\n       6     DEFAULT. Pledgor shall be deemed to be in default of the Note and\nof this Security Agreement in the event:\n\n             a   Payment of principal or interest on the Note shall be \ndelinquent for a period of 10 days or more; or\n\n             b   Pledgor fails to perform any of the covenants set forth in the\nOption or contained in this Security Agreement for a period of 10 days after\nwritten notice thereof from Pledgee.\n\n       In the case of an event of Default, as set forth above, Pledgee shall\nhave the right to accelerate payment of the Note upon notice to Pledgor, and\nPledgee shall thereafter be entitled to pursue its remedies under the California\nCommercial Code.\n\n       7     RELEASE OF COLLATERAL. Subject to any applicable contrary rules\nunder Regulation G, there shall be released from this pledge a portion of the\npledged Shares held by Pledgeholder here-\n\n\nunder upon payments of the principal of the Note. The number of the pledged\nShares which shall be released shall be that number of full Shares which bears\nthe same proportion to the initial number of Shares pledged hereunder as the\npayment of principal bears to the initial full principal amount of the Note.\n\n        8. Withdrawal or Substitution of Collateral. Pledgor shall not sell,\nwithdraw, pledge, substitute or otherwise dispose of all or any part of the\nCollateral without the prior written consent of Pledgee.\n\n        9. Term. The within pledge of Shares shall continue until the payment of\nall indebtedness secured hereby, at which time the remaining pledged stock shall\nbe promptly delivered to Pledgor, subject to the provisions for prior release of\na portion of the Collateral as provided in paragraph 7 above.\n\n       10 Insolvency. Pledgor agrees that if a bankruptcy or insolvency\nproceeding is instituted by or against it, or if a receiver is appointed for the\nproperty of Pledgor, or if Pledgor makes an assignment for the benefit of\ncreditors, the entire amount unpaid on the Note shall become immediately due and\npayable, and Pledgee may proceed as provided in the case of default.\n\n       11 Pledgeholder Liability. In the absence of willful or gross negligence,\nPledgeholder shall not be liable to any party for any of his acts, or omissions\nto act, as Pledgeholder.\n\n       12 Invalidity of Particular Provisions. Pledgor and Pledgee agree that\nthe enforceability or invalidity of any provision or provisions of this Security\nAgreement shall not render any other provision or provisions herein contained\nunenforceable or invalid.\n\n       13 Successors or Assigns. Pledgor and Pledgee agree that all of the terms\nof this Security Agreement shall be binding on their respective successors and\nassigns, and that the term 'Pledgor' and the term 'Pledgee' as used herein shall\nbe deemed to include, for all purposes, the respective designees, successors,\nassigns, heirs, executors and administrators.\n\n       14 Governing Law. This Security Agreement shall be interpreted and\ngoverned under the internal substantive laws, but not the choice of law rules,\nof California.\n\n\n                                      -3-\n\n\n       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe day and year first above written.\n\n       'PLEDGOR'\n                                    --------------------------------------------\n                                    Signature\n\n\n                                    --------------------------------------------\n                                    Print Name\n\n                         Address:\n                                    --------------------------------------------\n\n                                    --------------------------------------------\n\n       'PLEDGEE'                    GOTO.COM, INC.,\n                                    a Delaware corporation\n\n\n                                    --------------------------------------------\n                                    Signature\n\n\n                                    --------------------------------------------\n                                    Print Name\n\n\n                                    --------------------------------------------\n                                    Title\n\n       'PLEDGEHOLDER'\n                                    --------------------------------------------\n                                    Secretary of\n                                    GoTo.com, Inc.\n\n\n                                      -4-\n\n                                    EXHIBIT C\n\n                                      NOTE\n\n$______________\n\n                                                           ______________, _____\n\n       FOR VALUE RECEIVED, _______________ promises to pay to GoTo.com, Inc. a\nDelaware corporation (the 'Company'), or order, the principal sum of\n_______________________ ($_____________), together with interest on the unpaid\nprincipal hereof from the date hereof at the rate of _______________ percent\n(____%) per annum, compounded semiannually.\n\n       Principal and interest shall be due and payable on __________, _____.\nPayment of principal and interest shall be made in lawful money of the United\nStates of America.\n\n       The undersigned may at any time prepay all or any portion of the\nprincipal or interest owing hereunder.\n\n       This Note is subject to the terms of the Option, dated as of\n________________. This Note is secured in part by a pledge of the Company's\nCommon Stock under the terms of a Security Agreement of even date herewith and\nis subject to all the provisions thereof.\n\n       The holder of this Note shall have full recourse against the undersigned,\nand shall not be required to proceed against the collateral securing this Note\nin the event of default.\n\n       In the event the undersigned shall cease to be an employee, director or\nconsultant of the Company for any reason, this Note shall, at the option of the\nCompany, be accelerated, and the whole unpaid balance on this Note of principal\nand accrued interest shall be immediately due and payable.\n\n       Should any action be instituted for the collection of this Note, the\nreasonable costs and attorneys' fees therein of the holder shall be paid by the\nundersigned.\n\n                                            ------------------------------------\n\n                                            ------------------------------------\n\n\n                                 1998 STOCK PLAN\n\n                     NOTICE OF GRANT OF STOCK PURCHASE RIGHT\n\n\n       Unless otherwise defined herein, the terms defined in the Plan shall have\nthe same defined meanings in this Notice of Grant.\n\n[Grantee's Name and Address]\n\n       You have been granted the right to purchase Common Stock of the Company,\nsubject to the Company's Repurchase Option and your ongoing status as a Service\nProvider (as described in the Plan and the attached Restricted Stock Purchase\nAgreement), as follows:\n\n       Grant Number                         _________________________\n\n       Date of Grant                        _________________________\n\n       Price Per Share                      $________________________\n\n       Total Number of Shares Subject       _________________________\n         to This Stock Purchase Right\n\n       Expiration Date:                     _________________________\n\n       YOU MUST EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THE EXPIRATION DATE OR\nIT WILL TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES. By\nyour signature and the signature of the Company's representative below, you and\nthe Company agree that this Stock Purchase Right is granted under and governed\nby the terms and conditions of the 1998 Stock Plan and the Restricted Stock\nPurchase Agreement, attached hereto as Exhibit A-1, both of which are made a\npart of this document. You further agree to execute the attached Restricted\nStock Purchase Agreement as a condition to purchasing any shares under this\nStock Purchase Right.\n\nGRANTEE:                                    GOTO.COM, INC.\n\n\n---------------------------                 ------------------------------------\nSignature                                   By\n\n\n---------------------------                 ------------------------------------\nPrint Name                                  Title\n\n\n                                   EXHIBIT A-1\n\n                                 1998 STOCK PLAN\n\n                       RESTRICTED STOCK PURCHASE AGREEMENT\n\n       Unless otherwise defined herein, the terms defined in the Plan shall have\nthe same defined meanings in this Restricted Stock Purchase Agreement.\n\n       WHEREAS the Purchaser named in the Notice of Grant, (the 'Purchaser') is\nan Service Provider, and the Purchaser's continued participation is considered\nby the Company to be important for the Company's continued growth; and\n\n       WHEREAS in order to give the Purchaser an opportunity to acquire an\nequity interest in the Company as an incentive for the Purchaser to participate\nin the affairs of the Company, the Administrator has granted to the Purchaser a\nStock Purchase Right subject to the terms and conditions of the Plan and the\nNotice of Grant, which are incorporated herein by reference, and pursuant to\nthis Restricted Stock Purchase Agreement (the 'Agreement').\n\n       NOW THEREFORE, the parties agree as follows:\n\n       1 Sale of Stock. The Company hereby agrees to sell to the Purchaser and\nthe Purchaser hereby agrees to purchase shares of the Company's Common Stock\n(the 'Shares'), at the per Share purchase price and as otherwise described in\nthe Notice of Grant.\n\n       2 Payment of Purchase Price. The purchase price for the Shares may be\npaid by delivery to the Company at the time of execution of this Agreement of\ncash, a check, or some combination thereof.\n\n       3 Repurchase Option.\n\n             (a) In the event the Purchaser ceases to be a Service Provider for\nany or no reason (including death or disability) before all of the Shares are\nreleased from the Company's Repurchase Option (see Section 4), the Company\nshall, upon the date of such termination (as reasonably fixed and determined by\nthe Company) have an irrevocable, exclusive option (the 'Repurchase Option') for\na period of sixty (60) days from such date to repurchase up to that number of\nshares which constitute the Unreleased Shares (as defined in Section 4) at the\noriginal purchase price per share (the 'Repurchase Price'). The Repurchase\nOption shall be exercised by the Company by delivering written notice to the\nPurchaser or the Purchaser's executor (with a copy to the Escrow Holder) AND, at\nthe Company's option, (i) by delivering to the Purchaser or the Purchaser's\nexecutor a check in the amount of the aggregate Repurchase Price, or (ii) by\ncanceling an amount of the Purchaser's\n\n\nindebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by\na combination of (i) and (ii) so that the combined payment and cancellation of\nindebtedness equals the aggregate Repurchase Price. Upon delivery of such notice\nand the payment of the aggregate Repurchase Price, the Company shall become the\nlegal and beneficial owner of the Shares being repurchased and all rights and\ninterests therein or relating thereto, and the Company shall have the right to\nretain and transfer to its own name the number of Shares being repurchased by\nthe Company.\n\n             (b) Whenever the Company shall have the right to repurchase Shares\nhereunder, the Company may designate and assign one or more employees, officers,\ndirectors or shareholders of the Company or other persons or organizations to\nexercise all or a part of the Company's purchase rights under this Agreement and\npurchase all or a part of such Shares. If the Fair Market Value of the Shares to\nbe repurchased on the date of such designation or assignment (the 'Repurchase\nFMV') exceeds the aggregate Repurchase Price of such Shares, then each such\ndesignee or assignee shall pay the Company cash equal to the difference between\nthe Repurchase FMV and the aggregate Repurchase Price of such Shares.\n\n       4 Release of Shares From Repurchase Option.\n\n             (a) _______________________ percent (______%) of the Shares shall\nbe released from the Company's Repurchase Option [one year] after the Date of\nGrant and __________________ percent (______%) of the Shares [at the end of each\nmonth thereafter], provided that the Purchaser does not cease to be a Service\nProvider prior to the date of any such release.\n\n             (b) Any of the Shares that have not yet been released from the\nRepurchase Option are referred to herein as 'Unreleased Shares.'\n\n             (c) The Shares that have been released from the Repurchase Option\nshall be delivered to the Purchaser at the Purchaser's request (see Section 6).\n\n       5 Restriction on Transfer. Except for the escrow described in Section 6\nor the transfer of the Shares to the Company or its assignees contemplated by\nthis Agreement, none of the Shares or any beneficial interest therein shall be\ntransferred, encumbered or otherwise disposed of in any way until such Shares\nare released from the Company's Repurchase Option in accordance with the\nprovisions of this Agreement, other than by will or the laws of descent and\ndistribution.\n\n       6 Escrow of Shares.\n\n             (a) To ensure the availability for delivery of the Purchaser's\nUnreleased Shares upon repurchase by the Company pursuant to the Repurchase\nOption, the Purchaser shall, upon execution of this Agreement, deliver and\ndeposit with an escrow holder designated by the Company (the\n\n\n                                      -2-\n\n\n'Escrow Holder') the share certificates representing the Unreleased Shares,\ntogether with the stock assignment duly endorsed in blank, attached hereto as\nExhibit A-2. The Unreleased Shares and stock assignment shall be held by the\nEscrow Holder, pursuant to the Joint Escrow Instructions of the Company and\nPurchaser attached hereto as Exhibit A-3, until such time as the Company's\nRepurchase Option expires. As a further condition to the Company's obligations\nunder this Agreement, the Company may require the spouse of Purchaser, if any,\nto execute and deliver to the Company the Consent of Spouse attached hereto as\nExhibit A-4.\n\n             (b) The Escrow Holder shall not be liable for any act it may do or\nomit to do with respect to holding the Unreleased Shares in escrow while acting\nin good faith and in the exercise of its judgment.\n\n             (c) If the Company or any assignee exercises the Repurchase Option\nhereunder, the Escrow Holder, upon receipt of written notice of such exercise\nfrom the proposed transferee, shall take all steps necessary to accomplish such\ntransfer.\n\n             (d) When the Repurchase Option has been exercised or expires\nunexercised or a portion of the Shares has been released from the Repurchase\nOption, upon request the Escrow Holder shall promptly cause a new certificate to\nbe issued for the released Shares and shall deliver the certificate to the\nCompany or the Purchaser, as the case may be.\n\n             (e) Subject to the terms hereof, the Purchaser shall have all the\nrights of a shareholder with respect to the Shares while they are held in\nescrow, including without limitation, the right to vote the Shares and to\nreceive any cash dividends declared thereon. If, from time to time during the\nterm of the Repurchase Option, there is (i) any stock dividend, stock split or\nother change in the Shares, or (ii) any merger or sale of all or substantially\nall of the assets or other acquisition of the Company, any and all new,\nsubstituted or additional securities to which the Purchaser is entitled by\nreason of the Purchaser's ownership of the Shares shall be immediately subject\nto this escrow, deposited with the Escrow Holder and included thereafter as\n'Shares' for purposes of this Agreement and the Repurchase Option.\n\n       7 Legends. The share certificate evidencing the Shares, if any, issued\nhereunder shall be endorsed with the following legend (in addition to any legend\nrequired under applicable state securities laws):\n\n       THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN\nRESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT\nBETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE\nSECRETARY OF THE COMPANY.\n\n\n                                      -3-\n\n\n       8 Adjustment for Stock Split. All references to the number of Shares and\nthe purchase price of the Shares in this Agreement shall be appropriately\nadjusted to reflect any stock split, stock dividend or other change in the\nShares which may be made by the Company after the date of this Agreement.\n\n       9 Tax Consequences. The Purchaser has reviewed with the Purchaser's own\ntax advisors the federal, state, local and foreign tax consequences of this\ninvestment and the transactions contemplated by this Agreement. The Purchaser is\nrelying solely on such advisors and not on any statements or representations of\nthe Company or any of its agents. The Purchaser understands that the Purchaser\n(and not the Company) shall be responsible for the Purchaser's own tax liability\nthat may arise as a result of the transactions contemplated by this Agreement.\nThe Purchaser understands that Section 83 of the Internal Revenue Code of 1986,\nas amended (the 'Code'), taxes as ordinary income the difference between the\npurchase price for the Shares and the Fair Market Value of the Shares as of the\ndate any restrictions on the Shares lapse. In this context, 'restriction'\nincludes the right of the Company to buy back the Shares pursuant to the\nRepurchase Option. The Purchaser understands that the Purchaser may elect to be\ntaxed at the time the Shares are purchased rather than when and as the\nRepurchase Option expires by filing an election under Section 83(b) of the Code\nwith the IRS within 30 days from the date of purchase. The form for making this\nelection is attached as Exhibit A-5 hereto.\n\n             THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE\nRESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION\n83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE\nTHIS FILING ON THE PURCHASER'S BEHALF.\n\n       10 General Provisions.\n\n             (a) This Agreement shall be governed by the internal substantive\nlaws, but not the choice of law rules of California. This Agreement, subject to\nthe terms and conditions of the Plan and the Notice of Grant, represents the\nentire agreement between the parties with respect to the purchase of the Shares\nby the Purchaser. Subject to Section 15(c) of the Plan, in the event of a\nconflict between the terms and conditions of the Plan and the terms and\nconditions of this Agreement, the terms and conditions of the Plan shall\nprevail. Unless otherwise defined herein, the terms defined in the Plan shall\nhave the same defined meanings in this Agreement.\n\n             (b) Any notice, demand or request required or permitted to be given\nby either the Company or the Purchaser pursuant to the terms of this Agreement\nshall be in writing and shall be deemed given when delivered personally or\ndeposited in the U.S. mail, First Class with postage prepaid, and addressed to\nthe parties at the addresses of the parties set forth at the end of this\nAgreement or such other address as a party may request by notifying the other in\nwriting.\n\n\n                                      -4-\n\n\n             Any notice to the Escrow Holder shall be sent to the Company's\naddress with a copy to the other party hereto.\n\n             (c) The rights of the Company under this Agreement shall be\ntransferable to any one or more persons or entities, and all covenants and\nagreements hereunder shall inure to the benefit of, and be enforceable by the\nCompany's successors and assigns. The rights and obligations of the Purchaser\nunder this Agreement may only be assigned with the prior written consent of the\nCompany.\n\n             (d) Either party's failure to enforce any provision of this\nAgreement shall not in any way be construed as a waiver of any such provision,\nnor prevent that party from thereafter enforcing any other provision of this\nAgreement. The rights granted both parties hereunder are cumulative and shall\nnot constitute a waiver of either party's right to assert any other legal remedy\navailable to it.\n\n             (e) The Purchaser agrees upon request to execute any further\ndocuments or instruments necessary or desirable to carry out the purposes or\nintent of this Agreement.\n\n             (f) PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES\nPURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A SERVICE\nPROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR\nPURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT\nTHIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE\nSET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED\nENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT\nALL, AND SHALL NOT INTERFERE WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT TO\nTERMINATE PURCHASER'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR\nWITHOUT CAUSE.\n\n       By Purchaser's signature below, Purchaser represents that he or she is\nfamiliar with the terms and provisions of the Plan, and hereby accepts this\nAgreement subject to all of the terms and provisions thereof. Purchaser has\nreviewed the Plan and this Agreement in their entirety, has had an opportunity\nto obtain the advice of counsel prior to executing this Agreement and fully\nunderstands all provisions of this Agreement. Purchaser agrees to accept as\nbinding, conclusive and final all decisions or interpretations of the\nAdministrator upon any questions arising under the Plan or this Agreement.\nPurchaser further agrees to notify the Company upon any change in the residence\nindicated in the Notice of Grant.\n\nDATED:\n       ---------------\n\n                                      -5-\n\n\n\nPURCHASER:                                  GOTO.COM, INC.\n\n\n------------------------------              ------------------------------------\nSignature                                   By\n\n\n------------------------------              ------------------------------------\nPrint Name                                  Title\n\n\n                                      -6-\n\n                                   EXHIBIT A-2\n\n                      ASSIGNMENT SEPARATE FROM CERTIFICATE\n\n\n\n       FOR VALUE RECEIVED I, __________________________, hereby sell, assign and\ntransfer unto ______________________________________________________\n(__________) shares of the Common Stock of GoTo.com, Inc. standing in my name of\nthe books of said corporation represented by Certificate No. _____ herewith and\ndo hereby irrevocably constitute and appoint ______________________ to transfer\nthe said stock on the books of the within named corporation with full power of\nsubstitution in the premises.\n\n       This Stock Assignment may be used only in accordance with the Restricted\nStock Purchase Agreement (the 'Agreement') between________________________ and\nthe undersigned dated ______________, _____.\n\nDated: _______________, _____\n\n\n                                       Signature:\n                                                 -------------------------------\n\n\nINSTRUCTIONS: Please do not fill in any blanks other than the signature line.\nThe purpose of this assignment is to enable the Company to exercise the\nRepurchase Option, as set forth in the Agreement, without requiring additional\nsignatures on the part of the Purchaser.\n\n                                   EXHIBIT A-3\n\n                            JOINT ESCROW INSTRUCTIONS\n\n\n                                                                   _______, ____\n\nCorporate Secretary\nGoTo.com, Inc.\n{Address}\n\nDear _________________:\n\n       As Escrow Agent for both GoTo.com, Inc., a Delaware corporation (the\n'Company'), and the undersigned purchaser of stock of the Company (the\n'Purchaser'), you are hereby authorized and directed to hold the documents\ndelivered to you pursuant to the terms of that certain Restricted Stock Purchase\nAgreement ('Agreement') between the Company and the undersigned, in accordance\nwith the following instructions:\n\n       1 In the event the Company and\/or any assignee of the Company (referred\nto collectively as the 'Company') exercises the Company's Repurchase Option set\nforth in the Agreement, the Company shall give to Purchaser and you a written\nnotice specifying the number of shares of stock to be purchased, the purchase\nprice, and the time for a closing hereunder at the principal office of the\nCompany. Purchaser and the Company hereby irrevocably authorize and direct you\nto close the transaction contemplated by such notice in accordance with the\nterms of said notice.\n\n       2 At the closing, you are directed (a) to date the stock assignments\nnecessary for the transfer in question, (b) to fill in the number of shares\nbeing transferred, and (c) to deliver same, together with the certificate\nevidencing the shares of stock to be transferred, to the Company or its\nassignee, against the simultaneous delivery to you of the purchase price (by\ncash, a check, or some combination thereof) for the number of shares of stock\nbeing purchased pursuant to the exercise of the Company's Repurchase Option.\n\n       3 Purchaser irrevocably authorizes the Company to deposit with you any\ncertificates evidencing shares of stock to be held by you hereunder and any\nadditions and substitutions to said shares as defined in the Agreement.\nPurchaser does hereby irrevocably constitute and appoint you as Purchaser's\nattorney-in-fact and agent for the term of this escrow to execute with respect\nto such securities all documents necessary or appropriate to make such\nsecurities negotiable and to complete any transaction herein contemplated,\nincluding but not limited to the filing with any applicable state blue sky\nauthority of any required applications for consent to, or notice of transfer of,\nthe securities. Subject to the provisions of this paragraph 3, Purchaser shall\nexercise all rights and privileges of a shareholder of the Company while the\nstock is held by you.\n\n\n       4 Upon written request of the Purchaser, but no more than once per\ncalendar year, unless the Company's Repurchase Option has been exercised, you\nshall deliver to Purchaser a certificate or certificates representing so many\nshares of stock as are not then subject to the Company's Repurchase Option.\nWithin 90 days after Purchaser ceases to be a Service Provider, you shall\ndeliver to Purchaser a certificate or certificates representing the aggregate\nnumber of shares held or issued pursuant to the Agreement and not purchased by\nthe Company or its assignees pursuant to exercise of the Company's Repurchase\nOption.\n\n       5 If at the time of termination of this escrow you should have in your\npossession any documents, securities, or other property belonging to Purchaser,\nyou shall deliver all of the same to Purchaser and shall be discharged of all\nfurther obligations hereunder.\n\n       6 Your duties hereunder may be altered, amended, modified or revoked only\nby a writing signed by all of the parties hereto.\n\n       7 You shall be obligated only for the performance of such duties as are\nspecifically set forth herein and may rely and shall be protected in relying or\nrefraining from acting on any instrument reasonably believed by you to be\ngenuine and to have been signed or presented by the proper party or parties. You\nshall not be personally liable for any act you may do or omit to do hereunder as\nEscrow Agent or as attorney-in-fact for Purchaser while acting in good faith,\nand any act done or omitted by you pursuant to the advice of your own attorneys\nshall be conclusive evidence of such good faith.\n\n       8 You are hereby expressly authorized to disregard any and all warnings\ngiven by any of the parties hereto or by any other person or corporation,\nexcepting only orders or process of courts of law, and are hereby expressly\nauthorized to comply with and obey orders, judgments or decrees of any court. In\ncase you obey or comply with any such order, judgment or decree, you shall not\nbe liable to any of the parties hereto or to any other person, firm or\ncorporation by reason of such compliance, notwithstanding any such order,\njudgment or decree being subsequently reversed, modified, annulled, set aside,\nvacated or found to have been entered without jurisdiction.\n\n       9 You shall not be liable in any respect on account of the identity,\nauthorities or rights of the parties executing or delivering or purporting to\nexecute or deliver the Agreement or any documents or papers deposited or called\nfor hereunder.\n\n       10 You shall not be liable for the outlawing of any rights under the\nstatute of limitations with respect to these Joint Escrow Instructions or any\ndocuments deposited with you.\n\n       11 You shall be entitled to employ such legal counsel and other experts\nas you may deem necessary properly to advise you in connection with your\nobligations hereunder, may rely upon the advice of such counsel, and may pay\nsuch counsel reasonable compensation therefor.\n\n\n                                      -2-\n\n\n       12 Your responsibilities as Escrow Agent hereunder shall terminate if you\nshall cease to be an officer or agent of the Company or if you shall resign by\nwritten notice to each party. In the event of any such termination, the Company\nshall appoint a successor Escrow Agent.\n\n       13 If you reasonably require other or further instruments in connection\nwith these Joint Escrow Instructions or obligations in respect hereto, the\nnecessary parties hereto shall join in furnishing such instruments.\n\n       14 It is understood and agreed that should any dispute arise with respect\nto the delivery and\/or ownership or right of possession of the securities held\nby you hereunder, you are authorized and directed to retain in your possession\nwithout liability to anyone all or any part of said securities until such\ndisputes shall have been settled either by mutual written agreement of the\nparties concerned or by a final order, decree or judgment of a court of\ncompetent jurisdiction after the time for appeal has expired and no appeal has\nbeen perfected, but you shall be under no duty whatsoever to institute or defend\nany such proceedings.\n\n       15 Any notice required or permitted hereunder shall be given in writing\nand shall be deemed effectively given upon personal delivery or upon deposit in\nthe United States Post Office, by registered or certified mail with postage and\nfees prepaid, addressed to each of the other parties thereunto entitled at the\nfollowing addresses or at such other addresses as a party may designate by ten\ndays' advance written notice to each of the other parties hereto.\n\n             COMPANY:        GoTo.com, Inc.\n                             {Address}\n\n             PURCHASER:\n                             ------------------------------\n\n                             ------------------------------\n\n                             ------------------------------\n\n            ESCROW AGENT:    Corporate Secretary\n                             GoTo.com, Inc.\n                             {Address}\n\n       16. By signing these Joint Escrow Instructions, you become a party hereto\nonly for the purpose of said Joint Escrow Instructions; you do not become a\nparty to the Agreement.\n\n\n                                      -3-\n\n\n       17. This instrument shall be binding upon and inure to the benefit of the\nparties hereto, and their respective successors and permitted assigns.\n\n       18. These Joint Escrow Instructions shall be governed by, and construed\nand enforced in accordance with, the internal substantive laws, but not the\nchoice of law rules, of California.\n\n                                         Very truly yours,\n\n                                         GOTO.COM, INC.\n\n\n                                         ---------------------------------------\n                                         By\n\n\n                                         ---------------------------------------\n                                         Title\n\n\n                                         PURCHASER:\n\n\n                                         ---------------------------------------\n                                         Signature\n\n\n                                         ---------------------------------------\n                                         Print Name\n\n\nESCROW AGENT:\n\n\n-------------------------------------\nCorporate Secretary\n\n\n                                      -4-\n\n                                   EXHIBIT A-4\n\n                                CONSENT OF SPOUSE\n\n       I, ____________________, spouse of ___________________, have read and\napprove the foregoing Restricted Stock Purchase Agreement (the 'Agreement'). In\nconsideration of the Company's grant to my spouse of the right to purchase\nshares of GoTo.com, Inc., as set forth in the Agreement, I hereby appoint my\nspouse as my attorney-in-fact in respect to the exercise of any rights under the\nAgreement and agree to be bound by the provisions of the Agreement insofar as I\nmay have any rights in said Agreement or any shares issued pursuant thereto\nunder the community property laws or similar laws relating to marital property\nin effect in the state of our residence as of the date of the signing of the\nforegoing Agreement.\n\nDated: _______________, _____\n\n\n                                         ---------------------------------------\n                                         Signature of Spouse\n\n                                   EXHIBIT A-5\n                          ELECTION UNDER SECTION 83(b)\n                      OF THE INTERNAL REVENUE CODE OF 1986\n\nThe undersigned taxpayer hereby elects, pursuant to Section 83(b) of the\nInternal Revenue Code of 1986, as amended, to include in taxpayer's gross income\nfor the current taxable year the amount of any compensation taxable to taxpayer\nin connection with his or her receipt of the property described below:\n\n1.    The name, address, taxpayer identification number and taxable year of the\n      undersigned are as follows:\n\n      NAME:                     TAXPAYER:             SPOUSE:\n\n      ADDRESS:\n\n      IDENTIFICATION NO.:       TAXPAYER:             SPOUSE:\n\n      TAXABLE YEAR:\n\n2.    The property with respect to which the election is made is described as\n      follows: shares (the 'Shares') of the Common Stock of GoTo.com, Inc. (the\n      'Company').\n\n3.    The date on which the property was transferred is: ____________, ____.\n\n4.    The property is subject to the following restrictions:\n\n      The Shares may be repurchased by the Company, or its assignee, upon\n      certain events. This right lapses with regard to a portion of the Shares\n      based on the continued performance of services by the taxpayer over time.\n\n5.    The fair market value at the time of transfer, determined without regard\n      to any restriction other than a restriction which by its terms will never\n      lapse, of such property is: $_____________.\n\n6.    The amount (if any) paid for such property is:\n\n      $___________.\n\nThe undersigned has submitted a copy of this statement to the person for whom\nthe services were performed in connection with the undersigned's receipt of the\nabove-described property. The transferee of such property is the person\nperforming the services in connection with the transfer of said property.\n\nThe undersigned understands that the foregoing election may not be revoked\nexcept with the consent of the Commissioner.\n\nDated: ___________, ____        ________________________________________________\n                                Taxpayer\n\nThe undersigned spouse of taxpayer joins in this election.\n\nDated: ___________, ____        ________________________________________________\n                                Spouse of Taxpayer\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7665],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9545],"class_list":["post-38325","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gotocom-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38325","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=38325"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38325"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38325"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38325"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}