{"id":38336,"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-goto-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-employee-stock-purchase-plan-goto-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-employee-stock-purchase-plan-goto-com-inc.html","title":{"rendered":"1999 Employee Stock Purchase Plan &#8211; GoTo.com Inc."},"content":{"rendered":"<pre>\n                                 GOTO.COM, INC.\n\n                        1999 EMPLOYEE STOCK PURCHASE PLAN\n\n      1. Purpose. The purpose of the Plan is to provide employees of the Company\nand its Designated Subsidiaries with an opportunity to purchase Common Stock of\nthe Company through accumulated payroll deductions. It is the intention of the\nCompany to have the Plan qualify as an 'Employee Stock Purchase Plan' under\nSection 423 of the Internal Revenue Code of 1986, as amended. The provisions of\nthe Plan, accordingly, shall be construed so as to extend and limit\nparticipation in a manner consistent with the requirements of that section of\nthe Code.\n\n      2. Definitions.\n\n            (a) 'Board' shall mean the Board of Directors of the Company.\n\n            (b) 'Code' shall mean the Internal Revenue Code of 1986, as amended.\n\n            (c) 'Common Stock' shall mean the Common Stock of the Company.\n\n            (d) 'Company' shall mean GoTo.com, Inc., a Delaware corporation, and\nany Designated Subsidiary of the Company.\n\n            (e) 'Compensation' shall mean all base straight time gross earnings\nand commissions, exclusive of payments for overtime, shift premium, incentive\ncompensation, incentive payments, bonuses and other compensation.\n\n            (f) 'Designated Subsidiary' shall mean any Subsidiary which has been\ndesignated by the Board from time to time in its sole discretion as eligible to\nparticipate in the Plan.\n\n            (g) 'Employee' shall mean any individual who is an Employee of the\nCompany for tax purposes whose customary employment with the Company is at least\ntwenty (20) hours per week and more than five (5) months in any calendar year.\nFor purposes of the Plan, the employment relationship shall be treated as\ncontinuing intact while the individual is on sick leave or other leave of\nabsence approved by the Company. Where the period of leave exceeds 90 days and\nthe individual's right to reemployment is not guaranteed either by statute or by\ncontract, the employment relationship shall be deemed to have terminated on the\n91st day of such leave.\n\n            (h) 'Enrollment Date' shall mean the first day of each Offering\nPeriod.\n\n            (i) 'Exercise Date' shall mean the last day of each Offering Period.\n\n\n\n\n            (j) 'Fair Market Value' shall mean, as of any date, the value of\nCommon Stock determined as follows:\n\n                  (1) If the Common Stock is listed on any established stock\nexchange or a national market system, including without limitation the Nasdaq\nNational Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its\nFair Market Value shall be the closing sales price for such stock (or the\nclosing bid, if no sales were reported) as quoted on such exchange or system for\nthe last market trading day prior to the date of such determination, as reported\nin The Wall Street Journal or such other source as the Board deems reliable, or;\n\n                  (2) If the Common Stock is regularly quoted by a recognized\nsecurities dealer but selling prices are not reported, its Fair Market Value\nshall be the mean of the closing bid and asked prices for the Common Stock prior\nto the date of such determination, as reported in The Wall Street Journal or\nsuch other source as the Board deems reliable, or;\n\n                  (3) In the absence of an established market for the Common\nStock, the Fair Market Value thereof shall be determined in good faith by the\nBoard, or;\n\n                  (4) For purposes of the Enrollment Date of the first Offering\nPeriod under the Plan, the Fair Market Value shall be the initial price to the\npublic as set forth in the final prospectus included within the registration\nstatement in Form S-1 filed with the Securities and Exchange Commission for the\ninitial public offering of the Company's Common Stock (the 'Registration\nStatement').\n\n            (k) 'Offering Period' shall mean a period of approximately six (6)\nmonths during which an option granted pursuant to the Plan may be exercised,\ncommencing on the first Trading Day on or after March 1 and terminating on the\nlast Trading Day in the period ending the following August 31, or commencing\non the first Trading Day on or after September 1 and terminating on the last\nTrading Day in the period ending the following April 30; provided, however, that\nthe first Offering Period under the Plan shall commence with the first Trading\nDay on or after the date on which the Securities and Exchange Commission\ndeclares the Company's Registration Statement effective and ending on the last\nTrading Day on or before February 28, 2000. The duration of Offering Periods may\nbe changed pursuant to Section 4 of this Plan.\n\n            (l) 'Plan' shall mean this Employee Stock Purchase Plan.\n\n            (m) 'Purchase Price' shall mean an amount equal to 85% of the Fair\nMarket Value of a share of Common Stock on the Enrollment Date or on the\nExercise Date, whichever is lower; provided, however, that the Purchase Price\nmay be adjusted by the Board pursuant to Section 20.\n\n            (n) 'Reserves' shall mean the number of shares of Common Stock\ncovered by each option under the Plan which have not yet been exercised and the\nnumber of shares of Common Stock which have been authorized for issuance under\nthe Plan but not yet placed under option.\n\n\n                                      -2-\n\n            (o) 'Subsidiary' shall mean a corporation, domestic or foreign, of\nwhich not less than 50% of the voting shares are held by the Company or a\nSubsidiary, whether or not such corporation now exists or is hereafter organized\nor acquired by the Company or a Subsidiary.\n\n            (p) 'Trading Day' shall mean a day on which national stock exchanges\nand the Nasdaq System are open for trading.\n\n      3. Eligibility.\n\n            (a) Any Employee who shall be employed by the Company on a given\nEnrollment Date shall be eligible to participate in the Plan.\n\n            (b) Any provisions of the Plan to the contrary notwithstanding, no\nEmployee shall be granted an option under the Plan (i) to the extent that,\nimmediately after the grant, such Employee (or any other person whose stock\nwould be attributed to such Employee pursuant to Section 424(d) of the Code)\nwould own capital stock of the Company and\/or hold outstanding options to\npurchase such stock possessing five percent (5%) or more of the total combined\nvoting power or value of all classes of the capital stock of the Company or of\nany Subsidiary, or (ii) to the extent that his or her rights to purchase stock\nunder all employee stock purchase plans of the Company and its subsidiaries\naccrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of\nstock (determined at the fair market value of the shares at the time such option\nis granted) for each calendar year in which such option is outstanding at any\ntime.\n\n      4. Offering Periods. The Plan shall be implemented by consecutive Offering\nPeriods with a new Offering Period commencing on the first Trading Day on or\nafter March 1 and September 1 each year, or on such other date as the Board\nshall determine, and continuing thereafter until terminated in accordance with\nSection 20 hereof; provided, however, that the first Offering Period under the\nPlan shall commence with the first Trading Day on or after the date on which the\nSecurities and Exchange Commission declares the Company's Registration Statement\neffective and ending on the last Trading Day on or before February 28, 2000. The\nBoard shall have the power to change the duration of Offering Periods (including\nthe commencement dates thereof) with respect to future offerings without\nstockholder approval if such change is announced at least five (5) days prior to\nthe scheduled beginning of the first Offering Period to be affected thereafter.\n\n      5. Participation.\n\n            (a) An eligible Employee may become a participant in the Plan by\ncompleting a subscription agreement authorizing payroll deductions in the form\nof Exhibit A to this Plan and filing it with the Company's payroll office prior\nto the applicable Enrollment Date.\n\n            (b) Payroll deductions for a participant shall commence on the first\npayroll following the Enrollment Date and shall end on the last payroll in the\nOffering Period to which such \n\n\n\n                                       -3-\n\n\nauthorization is applicable, unless sooner terminated by the participant as\nprovided in Section 10 hereof.\n\n      6. Payroll Deductions.\n\n            (a) At the time a participant files his or her subscription\nagreement, he or she shall elect to have payroll deductions made on each pay day\nduring the Offering Period in an amount not exceeding fifteen percent (15%) of\nthe Compensation which he or she receives on each pay day during the Offering\nPeriod.\n\n            (b) All payroll deductions made for a participant shall be credited\nto his or her account under the Plan and shall be withheld in whole percentages\nonly. A participant may not make any additional payments into such account.\n\n            (c) A participant may discontinue his or her participation in the\nPlan as provided in Section 10 hereof, or may increase or decrease the rate of\nhis or her payroll deductions during the Offering Period by completing or filing\nwith the Company a new subscription agreement authorizing a change in payroll\ndeduction rate. The Board may, in its discretion, limit the number of\nparticipation rate changes during any Offering Period. The change in rate shall\nbe effective with the first full payroll period following five (5) business days\nafter the Company's receipt of the new subscription agreement unless the Company\nelects to process a given change in participation more quickly. A participant's\nsubscription agreement shall remain in effect for successive Offering Periods\nunless terminated as provided in Section 10 hereof.\n\n            (d) Notwithstanding the foregoing, to the extent necessary to comply\nwith Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's\npayroll deductions may be decreased to zero percent (0%) at any time during an\nOffering Period. Payroll deductions shall recommence at the rate provided in\nsuch participant's subscription agreement at the beginning of the first Offering\nPeriod which is scheduled to end in the following calendar year, unless\nterminated by the participant as provided in Section 10 hereof.\n\n            (e) At the time the option is exercised, in whole or in part, or at\nthe time some or all of the Company's Common Stock issued under the Plan is\ndisposed of, the participant must make adequate provision for the Company's\nfederal, state, or other tax withholding obligations, if any, which arise upon\nthe exercise of the option or the disposition of the Common Stock. At any time,\nthe Company may, but shall not be obligated to, withhold from the participant's\ncompensation the amount necessary for the Company to meet applicable withholding\nobligations, including any withholding required to make available to the Company\nany tax deductions or benefits attributable to sale or early disposition of\nCommon Stock by the Employee.\n\n      7. Grant of Option. On the Enrollment Date of each Offering Period, each\neligible Employee participating in such Offering Period shall be granted an\noption to purchase on the Exercise Date of such Offering Period (at the\napplicable Purchase Price) up to a number of shares of \n\n\n\n                                      -4-\n\n\nthe Company's Common Stock determined by dividing such Employee's payroll\ndeductions accumulated prior to such Exercise Date and retained in the\nParticipant's account as of the Exercise Date by the applicable Purchase Price;\nprovided that in no event shall an Employee be permitted to purchase during each\nOffering Period more than 25,000 shares (subject to any adjustment pursuant to\nSection 19), and provided further that such purchase shall be subject to the\nlimitations set forth in Sections 3(b) and 12 hereof. Exercise of the option\nshall occur as provided in Section 8 hereof, unless the participant has\nwithdrawn pursuant to Section 10 hereof. The Option shall expire on the last day\nof the Offering Period.\n\n      8. Exercise of Option. Unless a participant withdraws from the Plan as\nprovided in Section 10 hereof, his or her option for the purchase of shares\nshall be exercised automatically on the Exercise Date, and the maximum number of\nfull shares subject to option shall be purchased for such participant at the\napplicable Purchase Price with the accumulated payroll deductions in his or her\naccount. No fractional shares shall be purchased; any payroll deductions\naccumulated in a participant's account which are not sufficient to purchase a\nfull share shall be retained in the participant's account for the subsequent\nOffering Period, subject to earlier withdrawal by the participant as provided in\nSection 10 hereof. Any other monies left over in a participant's account after\nthe Exercise Date shall be returned to the participant. During a participant's\nlifetime, a participant's option to purchase shares hereunder is exercisable\nonly by him or her.\n\n      9. Delivery. As promptly as practicable after each Exercise Date on which\na purchase of shares occurs, the Company shall arrange the delivery to each\nparticipant, as appropriate, the shares purchased upon exercise of his or her\noption.\n\n      10. Withdrawal.\n\n            (a) A participant may withdraw all but not less than all the payroll\ndeductions credited to his or her account and not yet used to exercise his or\nher option under the Plan at any time by giving written notice to the Company in\nthe form of Exhibit B to this Plan. All of the participant's payroll deductions\ncredited to his or her account shall be paid to such participant promptly after\nreceipt of notice of withdrawal and such participant's option for the Offering\nPeriod shall be automatically terminated, and no further payroll deductions for\nthe purchase of shares shall be made for such Offering Period. If a participant\nwithdraws from an Offering Period, payroll deductions shall not resume at the\nbeginning of the succeeding Offering Period unless the participant delivers to\nthe Company a new subscription agreement.\n\n            (b) A participant's withdrawal from an Offering Period shall not\nhave any effect upon his or her eligibility to participate in any similar plan\nwhich may hereafter be adopted by the Company or in succeeding Offering Periods\nwhich commence after the termination of the Offering Period from which the\nparticipant withdraws.\n\n      11. Termination of Employment. Upon a participant's ceasing to be an\nEmployee for any reason, he or she shall be deemed to have elected to withdraw\nfrom the Plan and the payroll \n\n\n                                      -5-\n\n\ndeductions credited to such participant's account during the Offering Period but\nnot yet used to exercise the option shall be returned to such participant or, in\nthe case of his or her death, to the person or persons entitled thereto under\nSection 15 hereof, and such participant's option shall be automatically\nterminated. The preceding sentence notwithstanding, a participant who receives\npayment in lieu of notice of termination of employment shall be treated as\ncontinuing to be an Employee for the participant's customary number of hours per\nweek of employment during the period in which the participant is subject to such\npayment in lieu of notice.\n\n      12. Interest. No interest shall accrue on the payroll deductions of a\nparticipant in the Plan.\n\n      13. Stock.\n\n            (a) Subject to adjustment upon changes in capitalization of the\nCompany as provided in Section 19 hereof, the maximum number of shares of the\nCompany's Common Stock which shall be made available for sale under the Plan\nshall be 2,000,000 shares, plus an annual increase to be added on the first day\nof the Company's fiscal year beginning in 2000 equal to the lesser of (i)\n1,000,000 shares, (ii) 3% of the outstanding shares on such date or (iii) a\nlesser amount determined by the Board. If, on a given Exercise Date, the number\nof shares with respect to which options are to be exercised exceeds the number\nof shares then available under the Plan, the Company shall make a pro rata\nallocation of the shares remaining available for purchase in as uniform a manner\nas shall be practicable and as it shall determine to be equitable.\n\n            (b) The participant shall have no interest or voting right in shares\ncovered by his option until such option has been exercised.\n\n            (c) Shares to be delivered to a participant under the Plan shall be\nregistered in the name of the participant or in the name of the participant and\nhis or her spouse.\n\n      14. Administration. The Plan shall be administered by the Board or a\ncommittee of members of the Board appointed by the Board. The Board or its\ncommittee shall have full and exclusive discretionary authority to construe,\ninterpret and apply the terms of the Plan, to determine eligibility and to\nadjudicate all disputed claims filed under the Plan. Every finding, decision and\ndetermination made by the Board or its committee shall, to the full extent\npermitted by law, be final and binding upon all parties.\n\n      15. Designation of Beneficiary.\n\n            (a) A participant may file a written designation of a beneficiary\nwho is to receive any shares and cash, if any, from the participant's account\nunder the Plan in the event of such participant's death subsequent to an\nExercise Date on which the option is exercised but prior to delivery to such\nparticipant of such shares and cash. In addition, a participant may file a\nwritten designation of a beneficiary who is to receive any cash from the\nparticipant's account under the Plan \n\n\n\n                                      -6-\n\n\nin the event of such participant's death prior to exercise of the option. If a\nparticipant is married and the designated beneficiary is not the spouse, spousal\nconsent shall be required for such designation to be effective.\n\n            (b) Such designation of beneficiary may be changed by the\nparticipant at any time by written notice. In the event of the death of a\nparticipant and in the absence of a beneficiary validly designated under the\nPlan who is living at the time of such participant's death, the Company shall\ndeliver such shares and\/or cash to the executor or administrator of the estate\nof the participant, or if no such executor or administrator has been appointed\n(to the knowledge of the Company), the Company, in its discretion, may deliver\nsuch shares and\/or cash to the spouse or to any one or more dependents or\nrelatives of the participant, or if no spouse, dependent or relative is known to\nthe Company, then to such other person as the Company may designate.\n\n      16. Transferability. Neither payroll deductions credited to a\nparticipant's account nor any rights with regard to the exercise of an option or\nto receive shares under the Plan may be assigned, transferred, pledged or\notherwise disposed of in any way (other than by will, the laws of descent and\ndistribution or as provided in Section 15 hereof) by the participant. Any such\nattempt at assignment, transfer, pledge or other disposition shall be without\neffect, except that the Company may treat such act as an election to withdraw\nfunds from an Offering Period in accordance with Section 10 hereof.\n\n      17. Use of Funds. All payroll deductions received or held by the Company\nunder the Plan may be used by the Company for any corporate purpose, and the\nCompany shall not be obligated to segregate such payroll deductions.\n\n      18. Reports. Individual accounts shall be maintained for each participant\nin the Plan. Statements of account shall be given to participating Employees at\nleast annually, which statements shall set forth the amounts of payroll\ndeductions, the Purchase Price, the number of shares purchased and the remaining\ncash balance, if any.\n\n      19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,\nMerger or Asset Sale.\n\n            (a) Changes in Capitalization. Subject to any required action by the\nstockholders of the Company, the Reserves, the maximum number of shares each\nparticipant may purchase per Offering Period (pursuant to Section 7), as well as\nthe price per share and the number of shares of Common Stock covered by each\noption under the Plan which has not yet been exercised 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 shares of Common Stock effected without receipt of\nconsideration 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 \n\n\n\n                                      -7-\n\n\nCompany of shares of stock of any class, or securities convertible into shares\nof stock of any class, shall affect, and no adjustment by reason thereof shall\nbe made with respect to, the number or price of shares of Common Stock subject\nto an option.\n\n            (b) Dissolution or Liquidation. In the event of the proposed\ndissolution or liquidation of the Company, the Offering Period then in progress\nshall be shortened by setting a new Exercise Date (the 'New Exercise Date'), and\nshall terminate immediately prior to the consummation of such proposed\ndissolution or liquidation, unless provided otherwise by the Board. The New\nExercise Date shall be before the date of the Company's proposed dissolution or\nliquidation. The Board shall notify each participant in writing, at least ten\n(10) business days prior to the New Exercise Date, that the Exercise Date for\nthe participant's option has been changed to the New Exercise Date and that the\nparticipant's option shall be exercised automatically on the New Exercise Date,\nunless prior to such date the participant has withdrawn from the Offering Period\nas provided in Section 10 hereof.\n\n            (c) Merger or Asset Sale. In the event of a proposed sale of all or\nsubstantially all of the assets of the Company, or the merger of the Company\nwith or into another corporation, each outstanding option shall be assumed or an\nequivalent option substituted by the successor corporation or a Parent or\nSubsidiary of the successor corporation. In the event that the successor\ncorporation refuses to assume or substitute for the option, the Offering Period\nthen in progress shall be shortened by setting a new Exercise Date (the 'New\nExercise Date'). The New Exercise Date shall be before the date of the Company's\nproposed sale or merger. The Board shall notify each participant in writing, at\nleast ten (10) business days prior to the New Exercise Date, that the Exercise\nDate for the participant's option has been changed to the New Exercise Date and\nthat the participant's option shall be exercised automatically on the New\nExercise Date, unless prior to such date the participant has withdrawn from the\nOffering Period as provided in Section 10 hereof.\n\n      20. Amendment or Termination.\n\n            (a) The Board of Directors of the Company may at any time and for\nany reason terminate or amend the Plan. Except as provided in Section 19 hereof,\nno such termination can affect options previously granted, provided that an\nOffering Period may be terminated by the Board of Directors on any Exercise Date\nif the Board determines that the termination of the Offering Period or the Plan\nis in the best interests of the Company and its stockholders. Except as provided\nin Section 19 and Section 20 hereof, no amendment may make any change in any\noption theretofore granted which adversely affects the rights of any\nparticipant. To the extent necessary to comply with Section 423 of the Code (or\nany other applicable law, regulation or stock exchange rule), the Company shall\nobtain shareholder approval in such a manner and to such a degree as required.\n\n            (b) Without stockholder consent and without regard to whether any\nparticipant rights may be considered to have been 'adversely affected,' the\nBoard (or its committee) shall be entitled to change the Offering Periods, limit\nthe frequency and\/or number of changes in the amount withheld during an Offering\nPeriod, establish the exchange ratio applicable to amounts withheld in a\n\n\n\n                                      -8-\n\n\ncurrency other than U.S. dollars, permit payroll withholding in excess of the\namount designated by a participant in order to adjust for delays or mistakes in\nthe Company's processing of properly completed withholding elections, establish\nreasonable waiting and adjustment periods and\/or accounting and crediting\nprocedures to ensure that amounts applied toward the purchase of Common Stock\nfor each participant properly correspond with amounts withheld from the\nparticipant's Compensation, and establish such other limitations or procedures\nas the Board (or its committee) determines in its sole discretion advisable\nwhich are consistent with the Plan.\n\n            (c) In the event the Board determines that the ongoing operation of\nthe Plan may result in unfavorable financial accounting consequences, the Board\nmay, in its discretion and, to the extent necessary or desirable, modify or\namend the Plan to reduce or eliminate such accounting consequence including, but\nnot limited to:\n\n                  (1) altering the Purchase Price for any Offering Period\nincluding an Offering Period underway at the time of the change in Purchase\nPrice;\n\n                  (2) shortening any Offering Period so that Offering Period\nends on a new Exercise Date, including an Offering Period underway at the time\nof the Board action; and\n\n                  (3) allocating shares.\n\n                  Such modifications or amendments shall not require stockholder\napproval or the consent of any Plan participants.\n\n      21. Notices. All notices or other communications by a participant to the\nCompany under or in connection with the Plan shall be deemed to have been duly\ngiven when received in the form specified by the Company at the location, or by\nthe person, designated by the Company for the receipt thereof.\n\n      22. Conditions Upon Issuance of Shares. Shares shall not be issued with\nrespect to an option unless the exercise of such option and the issuance and\ndelivery of such shares pursuant thereto shall comply with all applicable\nprovisions of law, domestic or foreign, including, without limitation, the\nSecurities Act of 1933, as amended, the Securities Exchange Act of 1934, as\namended, the rules and regulations promulgated thereunder, and the requirements\nof any stock exchange upon which the shares may then be listed, and shall be\nfurther subject to the approval of counsel for the Company with respect to such\ncompliance.\n\n      As a condition to the exercise of an option, the Company may require the\nperson exercising such option to represent and warrant at the time of any such\nexercise that the shares are being purchased only for investment and without any\npresent intention to sell or distribute such shares if, in the opinion of\ncounsel for the Company, such a representation is required by any of the\naforementioned applicable provisions of law.\n\n\n\n                                      -9-\n\n\n      23. Term of Plan. The Plan shall become effective upon the earlier to\noccur of its adoption by the Board of Directors or its approval by the\nstockholders of the Company. It shall continue in effect for a term of ten (10)\nyears unless sooner terminated under Section 20 hereof.\n\n\n\n                                      -10-\n\n\n\n                                    EXHIBIT A\n\n                                 GOTO.COM, INC.\n\n                        1999 EMPLOYEE STOCK PURCHASE PLAN\n\n                             SUBSCRIPTION AGREEMENT\n\n\n_____ Original Application                      Enrollment Date:_______________\n\n_____ Change in Payroll Deduction Rate\n\n_____ Change of Beneficiary(ies)\n\n1.    _____________________________________ hereby elects to participate in the\n      GoTo.com, Inc. 1999 Employee Stock Purchase Plan (the 'Employee Stock\n      Purchase Plan') and subscribes to purchase shares of the Company's Common\n      Stock in accordance with this Subscription Agreement and the Employee\n      Stock Purchase Plan.\n\n2.    I hereby authorize payroll deductions from each paycheck in the amount of\n      ____% of my Compensation on each payday (from 1 to _____%) during the\n      Offering Period in accordance with the Employee Stock Purchase Plan.\n      (Please note that no fractional percentages are permitted.)\n\n3.    I understand that said payroll deductions shall be accumulated for the\n      purchase of shares of Common Stock at the applicable Purchase Price\n      determined in accordance with the Employee Stock Purchase Plan. I\n      understand that if I do not withdraw from an Offering Period, any\n      accumulated payroll deductions will be used to automatically exercise my\n      option.\n\n4.    I have received a copy of the complete Employee Stock Purchase Plan. I\n      understand that my participation in the Employee Stock Purchase Plan is in\n      all respects subject to the terms of the Plan. I understand that my\n      ability to exercise the option under this Subscription Agreement is\n      subject to stockholder approval of the Employee Stock Purchase Plan.\n\n5.    Shares purchased for me under the Employee Stock Purchase Plan should be\n      issued in the name(s) of (Employee or Employee and Spouse only):\n      _______________________________ .\n\n6.    I understand that if I dispose of any shares received by me pursuant to\n      the Plan within 2 years after the Enrollment Date (the first day of the\n      Offering Period during which I purchased such shares), I will be treated\n      for federal income tax purposes as having received ordinary income at the\n      time of such disposition in an amount equal to the excess of the fair\n      market value of the shares at the time such shares were purchased by me\n      over the price which I paid for the shares.  I hereby agree to notify the \n      Company in writing within 30 days after the date of any \n\n\n\n                                      -1-\n\n\n      disposition of shares and I will make adequate provision for Federal,\n      state or other tax withholding obligations, if any, which arise upon the\n      disposition of the Common Stock. The Company may, but will not be\n      obligated to, withhold from my compensation the amount necessary to meet\n      any applicable withholding obligation including any withholding necessary\n      to make available to the Company any tax deductions or benefits\n      attributable to sale or early disposition of Common Stock by me. If I\n      dispose of such shares at any time after the expiration of the 2-year\n      holding period, I understand that I will be treated for federal income tax\n      purposes as having received income only at the time of such disposition,\n      and that such income will be taxed as ordinary income only to the extent\n      of an amount equal to the lesser of (1) the excess of the fair market\n      value of the shares at the time of such disposition over the purchase\n      price which I paid for the shares, or (2) 15% of the fair market value of\n      the shares on the first day of the Offering Period. The remainder of the\n      gain, if any, recognized on such disposition will be taxed as capital\n      gain.\n\n7.    I hereby agree to be bound by the terms of the Employee Stock Purchase\n      Plan. The effectiveness of this Subscription Agreement is dependent upon\n      my eligibility to participate in the Employee Stock Purchase Plan.\n\n8.    In the event of my death, I hereby designate the following as my\n      beneficiary(ies) to receive all payments and shares due me under the\n      Employee Stock Purchase Plan:\n\n\n      NAME:  (Please print) \n                              --------------------------------------------------\n                              (First)            (Middle)    (Last)\n\n\n      -------------------------     --------------------------------------------\n      Relationship\n                                    --------------------------------------------\n                                    (Address)\n\n      Employee's Social\n      Security Number:              \n                                    --------------------------------------------\n      Employee's Address:           \n                                    --------------------------------------------\n\n                                    --------------------------------------------\n\n\n                                      -2-\n\n\n\n\n\n\n I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT\n SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.\n\n\n\n Dated: \n        -------------------   ------------------------------------------\n                              Signature of Employee\n\n                              ------------------------------------------\n                              Spouse's Signature (If beneficiary other \n                              than spouse)\n\n\n\n                                      -3-\n\n\n\n\n\n\n                                    EXHIBIT B\n\n                                 GOTO.COM, INC.\n\n                        1999 EMPLOYEE STOCK PURCHASE PLAN\n\n                              NOTICE OF WITHDRAWAL\n\n\n\n      The undersigned participant in the Offering Period of the GoTo.com, Inc.\n1999 Employee Stock Purchase Plan which began on ___________, ______ (the\n'Enrollment Date') hereby notifies the Company that he or she hereby withdraws\nfrom the Offering Period. He or she hereby directs the Company to pay to the\nundersigned as promptly as practicable all the payroll deductions credited to\nhis or her account with respect to such Offering Period. The undersigned\nunderstands and agrees that his or her option for such Offering Period will be\nautomatically terminated. The undersigned understands further that no further\npayroll deductions will be made for the purchase of shares in the current\nOffering Period and the undersigned shall be eligible to participate in\nsucceeding Offering Periods only by delivering to the Company a new Subscription\nAgreement.\n\n\n\n                                          Name and Address of Participant:\n\n                                          --------------------------------------\n\n                                          --------------------------------------\n\n                                          --------------------------------------\n\n\n\n                                          Signature:\n\n                                          --------------------------------------\n\n                                          Date: \n                                                --------------------------------\n\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-38336","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\/38336","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=38336"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38336"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38336"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38336"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}