{"id":38334,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1999-employee-stock-purchase-plan-doubleclick-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-employee-stock-purchase-plan-doubleclick-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-employee-stock-purchase-plan-doubleclick-inc.html","title":{"rendered":"1999 Employee Stock Purchase Plan &#8211; DoubleClick Inc."},"content":{"rendered":"<pre>\n                                DOUBLECLICK INC.\n                        1999 EMPLOYEE STOCK PURCHASE PLAN\n\n         I.       PURPOSE OF THE PLAN\n\n                  This Employee Stock Purchase Plan is intended to promote the\ninterests of DoubleClick Inc., a Delaware corporation, by providing eligible\nemployees with the opportunity to acquire a proprietary interest in the\nCorporation through participation in a payroll-deduction based employee stock\npurchase plan designed to qualify under Section 423 of the Code.\n\n                  Capitalized terms herein shall have the meanings assigned to\nsuch terms in the attached Appendix.\n\n         II.      ADMINISTRATION OF THE PLAN\n\n                  The Plan Administrator shall have full authority to interpret\nand construe any provision of the Plan and to adopt such rules and regulations\nfor administering the Plan as it may deem necessary in order to comply with the\nrequirements of Code Section 423. Decisions of the Plan Administrator shall be\nfinal and binding on all parties having an interest in the Plan.\n\n         III.     STOCK SUBJECT TO PLAN\n\n                  A. The stock purchasable under the Plan shall be shares of\nauthorized but unissued or reacquired Common Stock, including shares of Common\nStock purchased on the open market. The number of shares of Common Stock\ninitially reserved for issuance over the term of the Plan shall initially be\nlimited to 500,000 shares.\n\n                  B. The number of shares of Common Stock available for issuance\nunder the Plan shall automatically increase on the first trading day of January\neach calendar year during the term of the Plan, beginning with calendar year\n2001, by an amount equal to one percent (1%) of the total number of shares of\nCommon Stock outstanding on the last trading day in December of the immediately\npreceding calendar year, but in no event shall any such annual increase exceed\n450,000 shares.\n\n                  C. Should any change be made to the Common Stock by reason of\nany stock split, stock dividend, recapitalization, combination of shares,\nexchange of shares or other change affecting the outstanding Common Stock as a\nclass without the Corporation's receipt of consideration, appropriate\nadjustments shall be made to (i) the maximum number and class of securities\nissuable under the Plan, (ii) the maximum number and class of securities\npurchasable per Participant on any one Purchase Date, (iii) the maximum number\nand class of securities purchasable by all Participants in the aggregate on any\none Purchase Date, (iv) the maximum number and\/or class of securities by which\nthe share reserve is to increase automatically each calendar year pursuant to\nthe provisions of Section III.B of this Article One and (v) the number and class\nof securities and the price per share in effect under each outstanding purchase\nright in order to prevent the dilution or enlargement of benefits thereunder.\n\n\n         IV.      OFFERING PERIODS\n\n                  A. Shares of Common Stock shall be offered for purchase under\nthe Plan through a series of successive offering periods until such time as (i)\nthe maximum number of shares of Common Stock available for issuance under the\nPlan shall have been purchased or (ii) the Plan shall have been sooner\nterminated.\n\n                  B. Each offering period shall be of such duration not to\nexceed twenty-four (24) months as determined by the Plan Administrator prior to\nthe start date of such offering period. The initial offering period shall\ncommence on the Effective Date and terminate as designated by the Plan\nAdministrator.\n\n                  C. Each offering period shall be comprised of a series of one\nor more successive Purchase Periods. The length of each Purchase Period during\nan offering period shall be determined by the Plan Administrator prior to the\ncommencement of that offering period. The first Purchase Period shall commence\non the Effective Date.\n\n                  D. Should the Fair Market Value per share of Common Stock on\nany Purchase Date within an offering period be less than the Fair Market Value\nper share of Common Stock on the start date of that offering period, then that\noffering period shall automatically terminate immediately after the purchase of\nshares of Common Stock on such Purchase Date, and a new offering period shall\ncommence on the next business day following such Purchase Date. The duration of\nthe new offering period shall be established by the Plan Administrator (not to\nexceed twenty (24) months) within five (5) business days following the start\ndate of that offering period.\n\n         V.       ELIGIBILITY\n\n                  A. Each individual who is an Eligible Employee on the start\ndate of any offering period under the Plan may enter that offering period on\nsuch start date or on any subsequent Entry Date within that offering period,\nprovided he or she remains an Eligible Employee.\n\n                  B. Each individual who first becomes an Eligible Employee\nafter the start date of an offering period may enter that offering period on any\nsubsequent Entry Date within that offering period on which he or she is an\nEligible Employee.\n\n                  C. The date an individual enters an offering period shall be\ndesignated his or her Entry Date for purposes of that offering period.\n\n                  D. To participate in the Plan for a particular offering\nperiod, the Eligible Employee must complete the enrollment forms prescribed by\nthe Plan Administrator (including a stock purchase agreement and a payroll\ndeduction authorization) and file such forms with the Plan Administrator (or its\ndesignate) on or before his or her scheduled Entry Date.\n\n\n                                       2\n\n\n         VI.      PAYROLL DEDUCTIONS\n\n                  A. The payroll deduction authorized by the Participant for\npurposes of acquiring shares of Common Stock during an offering period may be\nany multiple of one percent (1%) of the Cash Compensation paid to the\nParticipant during each Purchase Period within that offering period. The maximum\namount of payroll deduction authorized for purchases during any calendar year\nunder the Purchase Plan and any other employee stock purchase plan maintained by\nthe Corporation or any Corporate Affiliate (including the NetGravity, Inc. 1998\nEmployee Stock Purchase Plan assumed by the Corporation) may not to exceed ten\npercent (10%) of the Participant's Cash Compensation for each year. The Plan\nAdministrator shall have the discretionary authority, exercisable prior to the\nstart of any offering period to provide that the payroll deductions shall be\nbased on the Base Salary paid to the Participant and to designate the maximum\npayroll deduction in effect (not to exceed ten percent (10%)) for that offering\nperiod.\n\n                  B. The deduction rate authorized by the Participant shall\ncontinue in effect throughout the offering period, except to the extent such\nrate is changed in accordance with the following guidelines:\n\n                           (i) The Participant may, at any time during the\n                  offering period, reduce his or her rate of payroll deduction\n                  to become effective as soon as possible after filing the\n                  appropriate form with the Plan Administrator. The Participant\n                  may not, however, effect more than one (1) such reduction per\n                  Purchase Period.\n\n                           (ii) The Participant may, prior to the commencement\n                  of any new Purchase Period within the offering period,\n                  increase the rate of his or her payroll deduction by filing\n                  the appropriate form with the Plan Administrator. The new rate\n                  (which may not exceed the ten percent (10%) maximum (or such\n                  other maximum designated by the Plan Administrator) shall\n                  become effective on the start date of the first Purchase\n                  Period following the filing of such form.\n\n                  B. Payroll deductions shall begin on the first pay day\nadministratively feasible following the Participant's Entry Date into the\noffering period and shall (unless sooner terminated by the Participant) continue\nthrough the pay day ending with or immediately prior to the last day of that\noffering period. The amounts so collected shall be credited to the Participant's\nbook account under the Plan, but no interest shall be paid on the balance from\ntime to time outstanding in such account. The amounts collected from the\nParticipant shall not be required to be held in any segregated account or trust\nfund and may be commingled with the general assets of the Corporation and used\nfor general corporate purposes.\n\n                  C. Payroll deductions shall automatically cease upon the\ntermination of the Participant's purchase right in accordance with the\nprovisions of the Plan.\n\n                  D. The Participant's acquisition of Common Stock under the\nPlan on any Purchase Date shall neither limit nor require the Participant's\nacquisition of Common Stock on any subsequent Purchase Date, whether within the\nsame or a different offering period.\n\n\n                                       3\n\n\n         VII.     PURCHASE RIGHTS\n\n                  A. GRANT OF PURCHASE RIGHT. A Participant shall be granted a\nseparate purchase right for each offering period in which he or she\nparticipates. The purchase right shall be granted on the Participant's Entry\nDate into the offering period and shall provide the Participant with the right\nto purchase shares of Common Stock, in a series of successive installments over\nthe remainder of such offering period, upon the terms set forth below. The\nParticipant shall execute a stock purchase agreement embodying such terms and\nsuch other provisions (not inconsistent with the Plan) as the Plan Administrator\nmay deem advisable.\n\n                  Under no circumstances shall purchase rights be granted under\nthe Plan to any Eligible Employee if such individual would, immediately after\nthe grant, own (within the meaning of Code Section 424(d)) or hold outstanding\noptions or other rights to purchase, stock possessing five percent (5%) or more\nof the total combined voting power or value of all classes of stock of the\nCorporation or any Corporate Affiliate.\n\n                  B. EXERCISE OF THE PURCHASE RIGHT. Each purchase right shall\nbe automatically exercised in installments on each successive Purchase Date\nwithin the offering period, and shares of Common Stock shall accordingly be\npurchased on behalf of each Participant on each such Purchase Date. The purchase\nshall be effected by applying the Participant's payroll deductions for the\nPurchase Period ending on such Purchase Date to the purchase of whole shares of\nCommon Stock at the purchase price in effect for the Participant for that\nPurchase Date.\n\n                  C. PURCHASE PRICE. The purchase price per share at which\nCommon Stock will be purchased on the Participant's behalf on each Purchase Date\nwithin the offering period shall be equal to eighty-five percent (85%) of the\nlower of (i) the Fair Market Value per share of Common Stock on the\nParticipant's Entry Date into that offering period or (ii) the Fair Market Value\nper share of Common Stock on that Purchase Date.\n\n                  D. NUMBER OF PURCHASABLE SHARES. The number of shares of\nCommon Stock purchasable by a Participant on each Purchase Date during the\noffering period shall be the number of whole shares obtained by dividing the\namount collected from the Participant through payroll deductions during the\nPurchase Period ending with that Purchase Date by the purchase price in effect\nfor the Participant for that Purchase Date. However, the maximum number of\nshares of Common Stock purchasable per Participant on any one Purchase Date\nshall not exceed 250 shares, subject to periodic adjustments in the event of\ncertain changes in the Corporation's capitalization. In addition, the maximum\naggregate number of shares of Common Stock purchasable by all Participants on\nany one Purchase Date shall not exceed 125,000 shares, subject to periodic\nadjustments in the event of certain changes in the Corporation's capitalization.\nThe Plan Administrator shall have the discretionary authority, exercisable prior\nto the start of any offering period under the Plan, to increase or decrease the\nlimitations to be in effect for the number of shares purchasable per Participant\nand in the aggregate by all Participants on each Purchase Date during that\noffering period.\n\n\n                                       4\n\n\n                  E. EXCESS PAYROLL DEDUCTIONS. Any payroll deductions not\napplied to the purchase of shares of Common Stock on any Purchase Date because\nthey are not sufficient to purchase a whole share of Common Stock shall be held\nfor the purchase of Common Stock on the next Purchase Date. However, any payroll\ndeductions not applied to the purchase of Common Stock by reason of the\nlimitation on the maximum number of shares purchasable per Participant or in the\naggregate on the Purchase Date shall be promptly refunded.\n\n                  F. TERMINATION OF PURCHASE RIGHT. The following provisions\nshall govern the termination of outstanding purchase rights:\n\n                           (i) A Participant may, at any time prior to the next\n                  scheduled Purchase Date in the offering period, terminate his\n                  or her outstanding purchase right by filing the appropriate\n                  form with the Plan Administrator (or its designate), and no\n                  further payroll deductions shall be collected from the\n                  Participant with respect to the terminated purchase right. Any\n                  payroll deductions collected during the Purchase Period in\n                  which such termination occurs shall, at the Participant's\n                  election, be immediately refunded or held for the purchase of\n                  shares on the next Purchase Date. If no such election is made\n                  at the time such purchase right is terminated, then the\n                  payroll deductions collected with respect to the terminated\n                  right shall be refunded as soon as possible.\n\n                           (ii) The termination of such purchase right shall be\n                  irrevocable, and the Participant may not subsequently rejoin\n                  the Purchase Period for which the terminated purchase right\n                  was granted. In order to resume participation in any\n                  subsequent Purchase Period, such individual must re-enroll in\n                  the Plan (by making timely filing of the prescribed enrollment\n                  forms) on or before the start date of the new Purchase Period.\n\n                           (iii) Should the Participant cease to remain an\n                  Eligible Employee for any reason (including death, disability\n                  or change in status) while his or her purchase right remains\n                  outstanding, then that purchase right shall immediately\n                  terminate, and all of the Participant's payroll deductions for\n                  the Purchase Period in which the purchase right so terminates\n                  shall be immediately refunded. However, should the Participant\n                  cease to remain in active service by reason of an approved\n                  unpaid leave of absence, then the Participant shall have the\n                  right, exercisable up until the last business day of the\n                  Purchase Period in which such leave commences, to (a) withdraw\n                  all the payroll deductions collected to date on his or her\n                  behalf for that Purchase Period or (b) have such funds held\n                  for the purchase of shares on his or her behalf on the next\n                  scheduled Purchase Date. In no event, however, shall any\n                  further payroll deductions be collected on the Participant's\n                  behalf during such leave. Upon the Participant's return to\n                  active service (x) within ninety (90) days following the\n                  commencement of such leave or (y) prior to the expiration of\n                  any longer period for which such Participant's right to\n                  reemployment with the Corporation is guaranteed by statute or\n                  contract, his or her payroll deductions under the Plan shall\n                  automatically resume at the rate in effect at the time the\n                  leave began, unless the Participant withdraws from the Plan\n                  prior to his or her return. An individual who returns to\n                  active employment \n\n\n                                       5\n\n\n                  following a leave of absence which exceeds in duration the\n                  applicable (x) or (y) time period shall be treated as a new\n                  Employee for purposes of subsequent participation in the Plan\n                  and must accordingly re-enroll in the Plan (by making a timely\n                  filing of the prescribed enrollment forms) on or before his or\n                  her scheduled Entry Date into the offering period.\n\n                  G. CHANGE IN CONTROL. Each outstanding purchase right shall\nautomatically be exercised, immediately prior to the effective date of any\nChange in Control, by applying the payroll deductions of each Participant for\nthe Purchase Period in which such Change in Control occurs to the purchase of\nwhole shares of Common Stock at a purchase price per share equal to eighty-five\npercent (85%) of the lower of (i) the Fair Market Value per share of Common\nStock on the Participant's Entry Date into the offering period in which such\nChange in Control occurs or (ii) the Fair Market Value per share of Common Stock\nimmediately prior to the effective date of such Change in Control. However, the\napplicable limitation on the number of shares of Common Stock purchasable per\nParticipant shall continue to apply to any such purchase, but not the limitation\napplicable to the maximum number of shares of Common Stock purchasable in the\naggregate.\n\n                  The Corporation shall use its best efforts to provide at least\nten (10)-days prior written notice of the occurrence of any Change in Control,\nand Participants shall, following the receipt of such notice, have the right to\nterminate their outstanding purchase rights prior to the effective date of the\nChange in Control.\n\n                  H. PRORATION OF PURCHASE RIGHTS. Should the total number of\nshares of Common Stock to be purchased pursuant to outstanding purchase rights\non any particular date exceed the number of shares then available for issuance\nunder the Plan, the Plan Administrator shall make a pro-rata allocation of the\navailable shares on a uniform and nondiscriminatory basis, and the payroll\ndeductions of each Participant, to the extent in excess of the aggregate\npurchase price payable for the Common Stock pro-rated to such individual, shall\nbe refunded.\n\n                  I. ASSIGNABILITY. The purchase right shall be exercisable only\nby the Participant and shall not be assignable or transferable by the\nParticipant.\n\n                  J. STOCKHOLDER RIGHTS. A Participant shall have no stockholder\nrights with respect to the shares subject to his or her outstanding purchase\nright until the shares are purchased on the Participant's behalf in accordance\nwith the provisions of the Plan and the Participant has become a holder of\nrecord of the purchased shares.\n\n         VIII.    ACCRUAL LIMITATIONS\n\n                  A. No Participant shall be entitled to accrue rights to\nacquire Common Stock pursuant to any purchase right outstanding under this Plan\nif and to the extent such accrual, when aggregated with (i) rights to purchase\nCommon Stock accrued under any other purchase right granted under this Plan and\n(ii) similar rights accrued under other employee stock purchase plans (within\nthe meaning of Code Section 423) of the Corporation or any Corporate Affiliate,\nwould otherwise permit such Participant to purchase more than Twenty-Five\nThousand Dollars ($25,000.00) worth of stock of the Corporation or any Corporate\nAffiliate (determined on the \n\n\n                                       6\n\n\nbasis of the Fair Market Value per share on the date or dates such rights are\ngranted) for each calendar year such rights are at any time outstanding.\n\n                  B. For purposes of applying such accrual limitations to the \npurchase rights granted under the Plan, the following provisions shall be in \neffect:\n\n                           (i) The right to acquire Common Stock under each\n                  outstanding purchase right shall accrue in a series of\n                  installments on each successive Purchase Date during the\n                  offering period on which such right remains outstanding.\n\n                           (ii) No right to acquire Common Stock under any\n                  outstanding purchase right shall accrue to the extent the\n                  Participant has already accrued in the same calendar year the\n                  right to acquire Common Stock under one or more other purchase\n                  rights at a rate equal to Twenty-Five Thousand Dollars\n                  ($25,000.00) worth of Common Stock (determined on the basis of\n                  the Fair Market Value per share on the date or dates of grant)\n                  for each calendar year such rights were at any time\n                  outstanding.\n\n                  C. If by reason of such accrual limitations, any purchase\nright of a Participant does not accrue for a particular Purchase Period, then\nthe payroll deductions which the Participant made during that Purchase Period\nwith respect to such purchase right shall be promptly refunded.\n\n                  D. In the event there is any conflict between the provisions\nof this Article and one or more provisions of the Plan or any instrument issued\nthereunder, the provisions of this Article shall be controlling.\n\n         IX.      EFFECTIVE DATE AND TERM OF THE PLAN\n\n                  A. The Plan was adopted by the Board on October ___, 1999 and\nshall become effective at the Effective Time, provided no purchase rights\ngranted under the Plan shall be exercised, and no shares of Common Stock shall\nbe issued hereunder, until (i) the Plan shall have been approved by the\nstockholders of the Corporation and (ii) the Corporation shall have complied\nwith all applicable requirements of the 1933 Act (including the registration of\nthe shares of Common Stock issuable under the Plan on a Form S-8 registration\nstatement filed with the Securities and Exchange Commission), all applicable\nlisting requirements of any stock exchange (or the Nasdaq National Market, if\napplicable) on which the Common Stock is listed for trading and all other\napplicable requirements established by law or regulation. In the event such\nstockholder approval is not obtained, or such compliance is not effected, within\ntwelve (12) months after the date on which the Plan is adopted by the Board, the\nPlan shall terminate and have no further force or effect.\n\n                  B. Unless sooner terminated by the Board, the Plan shall\nterminate upon the earliest of (i) the last business day in January 2010, (ii)\nthe date on which all shares available for issuance under the Plan shall have\nbeen sold pursuant to purchase rights exercised under the Plan or (iii) the date\non which all purchase rights are exercised in connection with a Corporate\n\n\n                                       7\n\n\nTransaction. No further purchase rights shall be granted or exercised, and no\nfurther payroll deductions shall be collected, under the Plan following such\ntermination.\n\n         X.       AMENDMENT OF THE PLAN\n\n                  A. The Board may alter, amend, suspend or terminate the Plan\nat any time to become effective immediately following the close of any Purchase\nPeriod. However, the Plan may be amended or terminated immediately upon Board\naction, if and to the extent necessary to assure that the Corporation will not\nrecognize, for financial reporting purposes, any compensation expense in\nconnection with the shares of Common Stock offered for purchase under the Plan,\nshould the financial accounting rules applicable to the Plan at the Effective\nTime be subsequently revised so as to require the recognition of compensation\nexpense in the absence of such amendment or termination.\n\n                  B. In no event may the Board effect any of the following\namendments or revisions to the Plan without the approval of the Corporation's\nstockholders: (i) increase the number of shares of Common Stock issuable under\nthe Plan, except for permissible adjustments in the event of certain changes in\nthe Corporation's capitalization, (ii) alter the purchase price formula so as to\nreduce the purchase price payable for the shares of Common Stock purchasable\nunder the Plan or (iii) modify the eligibility requirements for participation in\nthe Plan.\n\n         XI.      GENERAL PROVISIONS\n\n                  A. All costs and expenses incurred in the administration of\nthe Plan shall be paid by the Corporation; however, each Plan Participant shall\nbear all costs and expenses incurred by such individual in the sale or other\ndisposition of any shares purchased under the Plan.\n\n                  B. Nothing in the Plan shall confer upon the Participant any\nright to continue in the employ of the Corporation or any Corporate Affiliate\nfor any period of specific duration or interfere with or otherwise restrict in\nany way the rights of the Corporation (or any Corporate Affiliate employing such\nperson) or of the Participant, which rights are hereby expressly reserved by\neach, to terminate such person's employment at any time for any reason, with or\nwithout cause.\n\n                  C. The provisions of the Plan shall be governed by the laws of\nthe State of New York without resort to that State's conflict-of-laws rules.\n\n\n                                       8\n\n\n                                   SCHEDULE A\n                                   ----------\n\n                          CORPORATIONS PARTICIPATING IN\n                        1999 EMPLOYEE STOCK PURCHASE PLAN\n                            AS OF THE EFFECTIVE DATE\n                            ------------------------\n\n                                DoubleClick Inc.\n\n\n                                    APPENDIX\n\n                  The following definitions shall be in effect under the Plan:\n\n                  A. BOARD shall mean the Corporation's Board of Directors.\n\n                  B. BASE SALARY shall mean the regular base salary paid to a\nParticipant by one or more Participating Companies during such individual's\nperiod of participating in the Plan, plus any pre-tax contributions made by the\nParticipant to any Code Section 401(k) salary deferral plan or any Code Section\n125 cafeteria benefit program now or hereafter established by the Corporation or\nany Corporate Affiliate.\n\n                  C. CASH EARNINGS shall mean the (i) regular base salary paid\nto a Participant by one or more Participating Companies during such individual's\nperiod of participation in one or more offering periods under the Plan plus (ii)\nall overtime payments, bonuses, commissions, profit-sharing distributions and\nother incentive-type payments received during such period. Such Cash Earnings\nshall be calculated before deduction of (A) any income or employment tax\nwithholdings or (B) any and all contributions made by the Participant to any\nCode Section 401(k) salary deferral plan or Code Section 125 cafeteria benefit\nprogram now or hereafter established by the Corporation or any Corporate\nAffiliate. However, Cash Earnings shall NOT include any contributions made on\nthe Participant's behalf by the Corporation or any Corporate Affiliate to any\nemployee benefit or welfare plan now or hereafter established (other than Code\nSection 401(k) or Code Section 125 contributions deducted from such Cash\nEarnings).\n\n                  D. CHANGE IN CONTROL shall mean a change in ownership of the\nCorporation pursuant to any of the following transactions:\n\n                        (i) a merger or consolidation in which securities\n         possessing more than fifty percent (50%) of the total combined voting\n         power of the Corporation's outstanding securities are transferred to a\n         person or persons different from the persons holding those securities\n         immediately prior to such transaction, or\n\n                        (ii) the sale, transfer or other disposition of all or\n         substantially all of the assets of the Corporation in complete\n         liquidation or dissolution of the Corporation, or\n\n                        (iii) the acquisition, directly or indirectly by an\n         person or related group of persons (other than the Corporation or a\n         person that directly or indirectly controls, is controlled by or is\n         under common control with the Corporation) of beneficial ownership\n         (within the meaning of Rule 13d-3 of the 1934 Act) of securities\n         possessing more than fifty percent (50%) of the total combined voting\n         power of the Corporation's outstanding securities pursuant to a tender\n         or exchange offer made directly to the Corporation's stockholders.\n\n                  E. CODE shall mean the Internal Revenue Code of 1986, as\namended.\n\n\n                                      A-1\n\n\n                  F. COMMON STOCK shall mean the Corporation's common stock.\n\n                  G. CORPORATE AFFILIATE shall mean any parent or subsidiary\ncorporation of the Corporation (as determined in accordance with Code Section\n424), whether now existing or subsequently established.\n\n                  H. CORPORATION shall mean DoubleClick Inc., a Delaware\ncorporation, and any corporate successor to all or substantially all of the\nassets or voting stock of DoubleClick Inc., which shall by appropriate action\nadopt the Plan.\n\n                  I. EFFECTIVE DATE shall mean February 1, 2000. Any Corporate\nAffiliate which becomes a Participating Corporation after such Effective Date\nshall designate a subsequent Effective Date with respect to its\nemployee-Participants.\n\n                  J. ELIGIBLE EMPLOYEE shall mean any person who is employed by\na Participating Corporation on a basis under which he or she is regularly\nexpected to render more than twenty (20) hours of service per week for more than\nfive (5) months per calendar year for earnings considered wages under Code\nSection 3401(a).\n\n                  K. ENTRY DATE shall mean the date an Eligible Employee first\ncommences participation in the offering period in effect under the Plan. The\nearliest Entry Date under the Plan shall be the Effective Date.\n\n                  L. FAIR MARKET VALUE per share of Common Stock on any relevant\ndate shall be determined in accordance with the following provisions:\n\n                        (i) If the Common Stock is at the time traded on the\n         Nasdaq National Market, then the Fair Market Value shall be the closing\n         selling price per share of Common Stock on the date in question, as\n         such price is reported by the National Association of Securities\n         Dealers on the Nasdaq National Market. If there is no closing selling\n         price for the Common Stock on the date in question, then the Fair\n         Market Value shall be the closing selling price on the last preceding\n         date for which such quotation exists.\n\n                       (ii) If the Common Stock is at the time listed on any\n         Stock Exchange, then the Fair Market Value shall be the closing selling\n         price per share of Common Stock on the date in question on the Stock\n         Exchange determined by the Plan Administrator to be the primary market\n         for the Common Stock, as such price is officially quoted in the\n         composite tape of transactions on such exchange. If there is no closing\n         selling price for the Common Stock on the date in question, then the\n         Fair Market Value shall be the closing selling price on the last\n         preceding date for which such quotation exists.\n\n                  M. 1933 ACT shall mean the Securities Act of 1933, as amended.\n\n                  N. PARTICIPANT shall mean any Eligible Employee of a\nParticipating Corporation who is actively participating in the Plan.\n\n\n                                      A-2\n\n\n                  O. PARTICIPATING CORPORATION shall mean the Corporation and\nsuch Corporate Affiliate or Affiliates as may be authorized from time to time by\nthe Board to extend the benefits of the Plan to their Eligible Employees. The\nParticipating Corporations in the Plan are listed in attached Schedule A.\n\n                  P. PLAN shall mean the Corporation's 1999 Employee Stock\nPurchase Plan, as set forth in this document.\n\n                  Q. PLAN ADMINISTRATOR shall mean the committee of two (2) or\nmore Board members appointed by the Board to administer the Plan.\n\n                  R. PURCHASE DATE shall mean the last business day of each\nPurchase Period.\n\n                  S. PURCHASE PERIOD shall mean each successive period within\nthe offering period at the end of which there shall be purchased shares of\nCommon Stock on behalf of each Participant.\n\n                  T. STOCK EXCHANGE shall mean either the American Stock\nExchange or the New York Stock Exchange.\n\n\n                                      A-3\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7345],"corporate_contracts_industries":[9503],"corporate_contracts_types":[9539,9545],"class_list":["post-38334","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-doubleclick-inc","corporate_contracts_industries-services__advertising","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\/38334","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=38334"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38334"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38334"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38334"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}