{"id":38326,"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-overture-services-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1998-stock-plan-overture-services-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1998-stock-plan-overture-services-inc.html","title":{"rendered":"1998 Stock Plan &#8211; Overture Services Inc."},"content":{"rendered":"<pre>                             OVERTURE SERVICES, INC.\n\n                                 1998 STOCK PLAN\n\n                     NOTICE OF GRANT OF STOCK PURCHASE RIGHT\n\n         Unless otherwise defined herein, the terms defined in the Plan shall\nhave the same defined meanings in this Notice of Grant.\n\n         NAME:\n\n         ADDRESS:\n\n         You have been granted the right to purchase Common Stock of the\nCompany, subject to the Company's Repurchase Option and your ongoing status as a\nService Provider (as described in the Plan and the attached Restricted Stock\nPurchase Agreement), as follows:\n\n         Grant Number                        _________________________\n\n         Date of Grant                       _________________________\n\n         Price Per Share                     $0.0001\n\n         Total Number of Shares Subject      _________________________\n         to this Stock Purchase Right\n\n         By your signature and the signature of the Company's representative\nbelow, you and the Company agree that this Stock Purchase Right is granted under\nand governed by the terms and conditions of the 1998 Stock Plan and the\nRestricted Stock Purchase Agreement, attached hereto as Exhibit A-1, both of\nwhich are made a part of this document. You further agree to execute the\nattached Restricted Stock Purchase Agreement as a condition to purchasing any\nshares under this Stock Purchase Right.\n\nGRANTEE:                                     OVERTURE SERVICES, INC.\n\n_____________________________                _________________________________\nSignature                                    Todd Tappin\n\n_____________________________                _________________________________\nPrint Name                                   Chief Financial Officer\n\n\n\n                                   EXHIBIT A-1\n\n                             OVERTURE SERVICES, INC.\n\n                                 1998 STOCK PLAN\n\n                       RESTRICTED STOCK PURCHASE AGREEMENT\n\n         Unless otherwise defined herein, the terms defined in the Plan shall\nhave the same defined meanings in this Restricted Stock Purchase Agreement.\n\n         WHEREAS the Purchaser named in the Notice of Grant, (the \"Purchaser\")\nis a 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\nPurchaser and the Purchaser hereby agrees to purchase shares of the Company's\nCommon Stock (the \"Shares\"), at the per Share purchase price and as otherwise\ndescribed in the Notice of Grant.\n\n         2.       Payment of Purchase Price. The purchase price for the Shares\nshall be paid in the form of cash or check in an amount equal to the original\npurchase price (rounded up to the nearest whole cent) by the Purchaser to the\nCompany.\n\n         3.       Repurchase Option.\n\n                  (a)        In the event the Purchaser ceases to be a Service\nProvider for any or no reason (including Death or Disability) before all of the\nShares are released from the Company's Repurchase Option (see Section 4), the\nCompany shall, upon the date of such termination (as reasonably fixed and\ndetermined by the Company) have an irrevocable, exclusive option (the\n\"Repurchase Option\") for a period of ninety (90) days from such date to\nrepurchase up to that number of shares which constitute the Unreleased Shares\n(as defined in Section 4) at a price (the \"Repurchase Price\") per share equal to\nthe original purchase price per share. The Company may exercise its Repurchase\nOption as to any or all of the Unreleased Shares at any time following the\nPurchaser's termination; provided, however, that without requirement of further\naction on the part of either party hereto, the Company's Repurchase Option shall\nbe deemed to have been automatically exercised as to all Unreleased Shares at\n5:00 p.m. Pacific Time on the date that is 60 days following the date of the\nPurchaser's termination, unless the Company declines in writing to exercise its\nRepurchase Option with respect to all or part of the Unreleased Shares prior to\nsuch time; and provided, further, that\n\nnotwithstanding the above, the Company's Repurchase Option shall not be deemed\nto have been automatically exercised, and shall instead be deemed to become\ntemporarily unexercisable as of such time and date, in any case where such\nautomatic exercise would result in a violation of applicable law by reason of\nthe Company having insufficient assets to meet its obligations or otherwise,\nincluding, without limitation, a violation of any provision of Section 160 of\nthe Delaware General Corporation Law. The Repurchase Option shall once again be\ndeemed exercisable (or, as provided above, exercised) as soon as a violation of\napplicable law would not result from its exercise.\n\n                  (b)        If the Company decides not to exercise its\nRepurchase Option, it shall notify the Purchaser within 60 days of the\nPurchaser's termination. If the Company decides to exercise its Repurchase\nOption, within 90 days from the Purchaser's termination as a Service Provider,\nthe Company shall deliver payment to the Purchaser, with a copy to the Escrow\nHolder (as defined in Section 6 hereof), by delivering to the Purchaser or the\nPurchaser's executor a check in the amount of the aggregate Repurchase Price;\nprovided, however, that the Company shall use good faith efforts to satisfy its\npayment obligation to the Purchaser within 15 days after the Company's notice of\nexercise of the Repurchase Option (or deemed exercise), and that if such check\nis not delivered within such 15-day period, the amount of the Company's\nunsatisfied payment obligation shall bear interest at a per annum rate equal to\nthe WSJ Prime Rate (as defined below), but only to the extent that payment of\nsuch interest is enforceable under applicable law, until the Company has\nsatisfied its payment obligation under this Section 3. As a result of any\nrepurchase of the Unreleased Shares pursuant to this Section 3, (i) the Company\nshall become the legal and beneficial owner of the Unreleased Shares being\nrepurchased and shall have all rights and interest therein or related thereto,\n(ii) the Company shall have the right to transfer to its own name the number of\nUnreleased Shares being repurchased by the Company, without further action by\nthe Purchaser, and (iii) the Purchaser shall no longer be considered the owner\nof the Unreleased Shares repurchased for record or any other purposes. For the\npurposes of this Agreement, the \"WSJ Prime Rate\" is the highest \"Prime Rate\" as\npublished daily in The Wall Street Journal under the heading \"Money Rates.\" The\nWSJ Prime Rate in effect at any time will change each time and as of the date\nthat a new WSJ Prime Rate is published. In the event the WSJ Prime Rate is\ndiscontinued, the Company shall substitute an index determined by the Company to\nbe comparable, in its reasonable discretion.\n\n                  (c)        The Company in its sole discretion may designate\nand assign one or more employees, officers, directors or stockholders of the\nCompany or other persons or organizations to exercise all or a part of the\nCompany's Repurchase Option to purchase all or a part of the Unreleased Shares.\n\n                  (d)        In the event that the Company's Repurchase Option\nis exercised, whether automatically in the manner provided for above or pursuant\nto written notice, then upon and following such exercise, the only remaining\nright of the Purchaser under this Agreement shall be the right to receive the\nRepurchase Price, and the Purchaser shall have no right whatsoever to receive\nthe Unreleased Shares. In the event that the Company's Repurchase Option is\nterminated, whether by written notice from the Company to the Purchaser within\n60 days following the termination of the Purchaser's service to the Company; or\nby reason of the automatic termination to avoid a violation of applicable law\ndescribed above, then upon and following such termination, the only remaining\nright of the Purchaser under this Agreement shall be the right to receive the\nUnreleased Shares, and the Purchaser have no right whatsoever to receive the\nRepurchase Price.\n\n                                      -2-\n\n         4.       Release of Shares From Repurchase Option.\n\n                  (a)        Subject to Purchaser continuing to be a Service\nProvider at such time, twenty percent (20%) of the Shares shall be released from\nthe Company's Repurchase Option on the one-year anniversary of the Date of\nGrant, and five percent (5%) of the Shares shall be released from the Company's\nRepurchase Option at the end of each successive three-month period after the\none-year anniversary of the Date of Grant, so that the Shares shall be released\nentirely at the end of five years after the Date of Grant. Notwithstanding the\nforegoing, in the event that the Purchaser ceases to be a member of the Board of\nDirectors within 12 months after a Change of Control (as defined below), any\nShares that have not been released from the Company's Repurchase Option shall be\nreleased.\n\n                             For purposes hereof, \"Change of Control\" shall mean\nthe occurrence of any of the following events: (i) the consummation of a merger\nor consolidation of the Company or a subsidiary of the Company with any other\nentity, other than a merger or consolidation which would result in the voting\nsecurities of the Company outstanding immediately prior thereto continuing to\nrepresent (either by remaining outstanding or by being converted or exchanged\ninto other voting securities of another entity) more than fifty percent (50%) of\nthe total voting power represented by the voting securities of the Company or\nsuch other entity outstanding immediately after such merger or consolidation;\n(ii) the approval by the stockholders of the Company of a plan of complete\nliquidation of the Company or the consummation of the sale or disposition by the\nCompany of all or substantially all of the Company's assets; or (iii) any\n\"person\" (as such term is used in Sections 13(d) and 14(d) of the Securities\nExchange Act of 1934, as amended) becoming the \"beneficial owner\" (as defined in\nRule 13d-3 under said Act), directly or indirectly, of securities of the Company\nrepresenting fifty percent (50%) or more of the total voting power represented\nby the Company's then outstanding voting securities.\n\n                  (b)        Any of the Shares that have not yet been released\nfrom the Repurchase Option are referred to herein as \"Unreleased Shares.\"\n\n                  (c)        The Shares that have been released from the\nRepurchase Option shall be delivered to the Purchaser at the Purchaser's request\n(see Section 6).\n\n         5.       Restriction on Transfer. Except for the escrow described in\nSection 6 or the transfer of the Shares to the Company or its assignees\ncontemplated by this Agreement, none of the Shares or any beneficial interest\ntherein shall be transferred, encumbered or otherwise disposed of in any way,\nother than by will or the laws of descent and distribution, until such Shares\nare released from the Company's Repurchase Option in accordance with the\nprovisions of this Agreement.\n\n         6.       Escrow of Shares.\n\n                  (a)        To ensure the availability for delivery of the\nPurchaser's Unreleased Shares upon repurchase by the Company pursuant to the\nRepurchase Option, the Purchaser and the Company shall, upon execution of this\nAgreement, deliver and deposit with an escrow holder designated by the Company\n(the \"Escrow Holder\") the share certificates, if any, representing the\nUnreleased Shares, together with the stock assignment duly endorsed in blank,\nattached hereto as Exhibit A-2. The Unreleased Shares and stock assignment shall\nbe held by the Escrow Holder,\n\n                                       -3-\n\npursuant to the Joint Escrow Instructions of the Company and Purchaser attached\nhereto as Exhibit A-3, until such time as the Company's Repurchase Option\nexpires.\n\n                  (b)        The Escrow Holder shall not be liable for any act\nit may do or omit to do with respect to holding the Unreleased Shares in escrow\nwhile acting in good faith and in the exercise of its judgment.\n\n                  (c)        If the Company or any assignee exercises the\nRepurchase Option hereunder, the Escrow Holder, upon receipt of written notice\nof such exercise from the proposed transferee, shall take all steps necessary to\naccomplish such transfer.\n\n                  (d)        When the Repurchase Option has been exercised or\nexpires unexercised or a portion of the Shares has been released from the\nRepurchase Option, upon request by the Company or the Purchaser, as the case may\nbe, the Escrow Holder shall promptly request a new certificate to be issued for\nthe released Shares and shall deliver the certificate to the Company or the\nPurchaser, as the case may be.\n\n                  (e)        Subject to the terms hereof, the Purchaser shall\nhave all the rights of a stockholder with respect to the Shares while they are\nheld in escrow, including without limitation, the right to vote the Shares and\nto receive 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,\nissued hereunder shall be endorsed with the following legend (in addition to any\nlegend required under applicable federal and state securities laws):\n\n                  THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO\n                  CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS\n                  SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE\n                  STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF\n                  THE COMPANY.\n\n         8.       Adjustment for Stock Split. All references to the number of\nShares and the purchase price of the Shares in this Agreement shall be\nappropriately adjusted to reflect any stock split, reverse stock split, stock\ndividend or other change in the Shares that may be made by the Company after the\ndate of this Agreement.\n\n         9.       Tax Consequences. The Purchaser has reviewed with the\nPurchaser's own tax advisors the federal, state, local and foreign tax\nconsequences of this investment and the transactions contemplated by this\nAgreement. The Purchaser is relying solely on such advisors and not on any\nstatements or representations of the Company or any of its agents. The Purchaser\nunderstands that\n\n                                       -4-\n\nthe Purchaser (and not the Company) shall be responsible for the Purchaser's own\ntax liability that may arise as a result of the transactions contemplated by\nthis Agreement. The Purchaser understands that Section 83 of the Internal\nRevenue Code of 1986, as amended (the \"Code\"), taxes as ordinary income the\ndifference between the purchase price for the Shares and the Fair Market Value\nof the Shares as of the date any restrictions on the Shares lapse. In this\ncontext, \"restriction\" includes the right of the Company to buy back the Shares\npursuant to the Repurchase Option. The Purchaser understands that the Purchaser\nmay elect to be taxed at the time the Shares are purchased rather than when and\nas the Repurchase Option expires by filing an election under Section 83(b) of\nthe Code with the IRS within 30 days from the date of purchase. The form for\nmaking this election is attached as Exhibit A-4 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\nsubstantive laws, but not the choice of law rules, of California. This\nAgreement, subject to the terms and conditions of the Plan and the Notice of\nGrant, represents the entire agreement between the parties with respect to the\npurchase of the Shares by the Purchaser. Subject to Section 15(c) of the Plan,\nin the event of a conflict between the terms and conditions of the Plan and the\nterms and conditions of this Agreement, the terms and conditions of the Plan\nshall prevail. Unless otherwise defined herein, the terms defined in the Plan\nshall have the same defined meanings in this Agreement.\n\n                  (b)        Any notice, demand or request required or permitted\nto be given by either the Company or the Purchaser pursuant to the terms of this\nAgreement shall be in writing and shall be deemed given when delivered\npersonally or deposited in the U.S. mail, First Class with postage prepaid, and\naddressed to the parties at the addresses of the parties set forth at the end of\nthis Agreement or such other address as a party may request by notifying the\nother in writing in accordance with this Section.\n\n                             Any notice to the Escrow Holder shall be sent to\nthe Company's address with a copy to the other party hereto.\n\n                  (c)        The rights of the Company under this Agreement\nshall be transferable to any one or more persons or entities, and all covenants\nand agreements hereunder shall inure to the benefit of, and be enforceable by\nthe Company's successors and assigns. The rights and obligations of the\nPurchaser under this Agreement may only be assigned with the prior written\nconsent of the Company.\n\n                  (d)        Either party's failure to enforce any provision of\nthis Agreement shall not in any way be construed as a waiver of any such\nprovision, nor prevent that party from thereafter enforcing any other provision\nof this Agreement. The rights granted both parties hereunder are\n\n                                       -5-\n\ncumulative and shall not constitute a waiver of either party's right to assert\nany other legal remedy available to it.\n\n                  (e)        The Purchaser agrees upon request to execute any\nfurther documents or instruments necessary or desirable to carry out the\npurposes or intent of this Agreement.\n\n                  (f)        PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING\nOF SHARES PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A\nSERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING\nHIRED OR PURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES\nTHAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING\nSCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF\nCONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY\nPERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH PURCHASER'S RIGHT OR ANY RIGHT\nOF THE COMPANY TO TERMINATE PURCHASER'S RELATIONSHIP AS A SERVICE PROVIDER AT\nANY TIME, WITH OR WITHOUT 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\nPURCHASER:                                  OVERTURE SERVICES, INC.\n\n___________________________________         ___________________________________\nSignature                                   Todd Tappin\n___________________________________         ___________________________________\nPrint Name                                  Chief Financial Officer\n\n                                       -6-\n\n                                   EXHIBIT A-2\n\n                      ASSIGNMENT SEPARATE FROM CERTIFICATE\n\n         FOR VALUE RECEIVED I, _______________________________, hereby sell,\nassign and transfer unto Overture Services, Inc. ________________ shares of the\nCommon Stock of Overture Services, Inc., standing in my name of the books of\nsaid corporation represented by Certificate No. _____ herewith and do hereby\nirrevocably constitute and appoint ___________________to transfer the said stock\non the books of the within named corporation with full power of substitution in\nthe premises.\n\n         This Stock Assignment may be used only in accordance with the\nRestricted Stock Purchase Agreement (the \"Agreement\") between Overture Services,\nInc. and the undersigned dated ______________, _____.\n\nDated: _______________, _____\n\nSignature:______________________________\n\nPrint:__________________________________\n\n         INSTRUCTIONS: Please do not fill in any blanks other than the signature\nline. The 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\nCorporate Secretary\nOverture Services, Inc.\n74 North Pasadena Avenue, Third Floor\nPasadena, California 91103\n\nDear __________:\n\n         As Escrow Agent for both Overture Services, Inc., a Delaware\ncorporation (the \"Company\"), and the undersigned purchaser of stock of the\nCompany (the \"Purchaser\"), you are hereby authorized and directed to hold the\ndocuments delivered to you pursuant to the terms of that certain Restricted\nStock Purchase Agreement (\"Agreement\") between the Company and the undersigned,\nin accordance with the following instructions:\n\n         1.       In the event the Company and\/or any assignee of the Company\n(referred to collectively as the \"Company\") exercises the Company's Repurchase\nOption set forth in the Agreement, the Company shall give to Purchaser and you a\nwritten notice specifying the number of shares of stock to be purchased, the\npurchase price, and the time for a closing hereunder at the principal office of\nthe Company. Purchaser and the Company hereby irrevocably authorize and direct\nyou to 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\nassignments necessary for the transfer in question, (b) to fill in the number of\nshares being transferred, and (c) to deliver same, together with the certificate\nevidencing the shares of stock to be transferred, if any, 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\nyou any certificates evidencing shares of stock to be held by you hereunder and\nany additions 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 stockholder of the Company while the\nstock is held by you.\n\n         4.       Upon written request of the Purchaser, you shall deliver to\nPurchaser a certificate or certificates representing so many shares of stock as\nare not then subject to the Company's Repurchase Option. Within 90 days after\nPurchaser ceases to be a Service Provider, you shall deliver to Purchaser a\ncertificate or certificates representing the aggregate number of shares held or\nissued pursuant to the Agreement and not purchased by the Company or its\nassignees pursuant to exercise of the Company's Repurchase Option.\n\n         5.       If at the time of termination of this escrow you should have\nin your possession any documents, securities, or other property belonging to\nPurchaser, you shall deliver all of the same to Purchaser and shall be\ndischarged of all further obligations hereunder.\n\n         6.       Your duties hereunder may be altered, amended, modified or\nrevoked only by a writing signed by all of the parties hereto.\n\n         7.       You shall be obligated only for the performance of such duties\nas are specifically set forth herein and may rely and shall be protected in\nrelying or refraining from acting on any instrument reasonably believed by you\nto be genuine and to have been signed or presented by the proper party or\nparties. You shall not be personally liable for any act you may do or omit to do\nhereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in\ngood faith, and any act done or omitted by you pursuant to the advice of your\nown attorneys shall be conclusive evidence of such good faith.\n\n         8.       You are hereby expressly authorized to disregard any and all\nwarnings given by any of the parties hereto or by any other person or\ncorporation, excepting only orders or process of courts of law, and are hereby\nexpressly authorized to comply with and obey orders, judgments or decrees of any\ncourt. In case you obey or comply with any such order, judgment or decree, you\nshall not be 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\nidentity, authorities or rights of the parties executing or delivering or\npurporting to execute or deliver the Agreement or any documents or papers\ndeposited or called for hereunder.\n\n         10.      You shall not be liable for the outlawing of any rights under\nthe statute of limitations with respect to these Joint Escrow Instructions or\nany documents deposited with you.\n\n         11.      You shall be entitled to employ such legal counsel and other\nexperts as 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         12.      Your responsibilities as Escrow Agent hereunder shall\nterminate if you shall cease to be an officer or agent of the Company or if you\nshall resign by written notice to each party. In the event of any such\ntermination, the Company shall appoint a successor Escrow Agent.\n\n                                      -2-\n\n         13.      If you reasonably require other or further instruments in\nconnection with these Joint Escrow Instructions or obligations in respect\nhereto, the necessary parties hereto shall join in furnishing such instruments.\n\n         14.      It is understood and agreed that should any dispute arise with\nrespect to the delivery and\/or ownership or right of possession of the\nsecurities held by you hereunder, you are authorized and directed to retain in\nyour possession without liability to anyone all or any part of said securities\nuntil such disputes shall have been settled either by mutual written agreement\nof the parties 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\nwriting and shall be deemed effectively given upon personal delivery or upon\ndeposit in the United States Post Office, by registered or certified mail with\npostage and fees prepaid, addressed to each of the other parties thereunto\nentitled at the following addresses or at such other addresses as a party may\ndesignate by ten days' advance written notice to each of the other parties\nhereto.\n\n                  COMPANY:           Overture Services, Inc.\n                                     74 North Pasadena Avenue, Third Floor\n                                     Pasadena, California 91103\n\n                  PURCHASER:         _____________________________________\n                                     _____________________________________\n                                     _____________________________________\n\n                  ESCROW AGENT:      Corporate Secretary\n                                     Overture Services, Inc.\n                                     74 North Pasadena Avenue, Third Floor\n                                     Pasadena, California 91103\n\n         16.      By signing these Joint Escrow Instructions, you become a party\nhereto only for the purpose of said Joint Escrow Instructions; you do not become\na party to the Agreement.\n\n         17.      This instrument shall be binding upon and inure to the benefit\nof the parties hereto, and their respective successors and permitted assigns.\n\n         18.      These Joint Escrow Instructions shall be governed by, and\nconstrued and enforced in accordance with, the internal substantive laws, but\nnot the choice of law rules, of California.\n\n                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]\n\n                                      -3-\n\n                                            Very truly yours,\n\n                                            OVERTURE SERVICES, INC.\n\n                                            _______________________________\n                                            Todd Tappin\n\n                                            _______________________________\n                                            Chief Financial Officer\n\n                                            PURCHASER:\n\n                                            _______________________________\n                                            Signature\n\n                                            _______________________________\n                                            Print Name\n\nESCROW AGENT:\n\n_____________________________________\nTodd Tappin, Corporate Secretary\n\n                                   EXHIBIT A-4\n\n                          ELECTION UNDER SECTION 83(b)\n\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\n         the 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 Overture\n         Services, Inc. (the \"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\n         Shares based on the continued performance of services by the taxpayer\n         over time.\n\n5.       The fair market value at the time of transfer, determined without\n         regard to any restriction other than a restriction which by its terms\n         will never lapse, of such property is: $__________.\n\n6.       The amount (if any) paid for such property is:  $___________.\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":[8435],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9545],"class_list":["post-38326","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-overture-services-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\/38326","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=38326"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38326"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38326"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38326"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}