{"id":38356,"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-non-officer-stock-option-stock-issuance-plan-about-com.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-non-officer-stock-option-stock-issuance-plan-about-com","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-non-officer-stock-option-stock-issuance-plan-about-com.html","title":{"rendered":"1999 Non-Officer Stock Option\/Stock Issuance Plan &#8211; About.com Inc."},"content":{"rendered":"<pre>\n\n                                 ABOUT.COM, INC.\n                1999 NON-OFFICER STOCK OPTION\/STOCK ISSUANCE PLAN\n\n\n                                   ARTICLE ONE\n\n                               GENERAL PROVISIONS\n\n\n         I.        PURPOSE OF THE PLAN\n\n                   This 1999 Non-Officer Stock Option\/Stock Issuance Plan is\nintended to promote the interests of About.com, Inc., a Delaware corporation, by\nproviding eligible persons with the opportunity to acquire a proprietary\ninterest, or otherwise increase their proprietary interest, in the Corporation\nas an incentive for them to remain in the service of the Corporation.\n\n                   Capitalized terms shall have the meanings assigned to such\nterms in the attached Appendix.\n\n         II.       STRUCTURE OF THE PLAN\n\n                   A.   The Plan shall be divided into two separate equity\nprograms:\n\n                             (i)       the Discretionary Option Grant Program\n         under which eligible persons may, at the discretion of the Plan\n         Administrator, be granted options to purchase shares of Common Stock,\n         and\n\n                             (ii)      the Stock Issuance Program under which\n         eligible persons may, at the discretion of the Plan Administrator, be\n         issued shares of Common Stock directly, either through the immediate\n         purchase of such shares or as a bonus for services rendered the\n         Corporation (or any Parent or Subsidiary).\n\n                   B.   The provisions of Articles One and Four shall apply to\nall equity programs under the Plan and shall govern the interests of all persons\nunder the Plan.\n\n         III.      ADMINISTRATION OF THE PLAN\n\n                   A.   The Board shall have the authority to administer the\nPlan but may delegate such authority to a Committee.\n\n                   B.   The Plan Administrator shall have full power and\nauthority subject to the provisions of the Plan:\n\n                             (i)       to establish such rules as it may deem\n         appropriate for proper administration of the Plan, to make all factual\n         determinations, to construe and interpret the provisions of the Plan\n         and the awards thereunder and to resolve any and all ambiguities\n         thereunder;\n\n\n\n\n\n                             (ii)      to determine, with respect to awards made\n         under the Plan, which eligible persons are to receive such awards, the\n         time or times when such awards are to be made, the number of shares to\n         be covered by each such award, the vesting schedule (if any) applicable\n         to the award and the maximum term for which the option is to remain\n         outstanding;\n\n                             (iii)     to amend, modify or cancel any\n         outstanding award with the consent of the holder or accelerate the\n         vesting of such award; and\n\n                             (iv)      to take such other discretionary actions\n         as permitted pursuant to the terms of the applicable program.\n\n              Decisions of each Plan Administrator within the scope of its\nadministrative functions under the Plan shall be final and binding on all\nparties.\n\n                   C.   Members of the Committee shall serve for such period of\ntime as the Board may determine and may be removed by the Board at any time. The\nBoard may also at any time terminate the functions of the Committee and reassume\nall powers and authority previously delegated to such committee.\n\n                   D.   Service on the Committee shall constitute service as a\nBoard member, and members of the Committee shall accordingly be entitled to full\nindemnification and reimbursement as Board members for their service on the\nCommittee. No member of the Committee shall be liable for any act or omission\nmade in good faith with respect to the Plan or any options or stock issuances\nunder the Plan.\n\n         IV.       ELIGIBILITY\n\n                   A.   The persons eligible to participate in the Plan are as\nfollows:\n\n                             (i)       Employees (other than officers of the\n         Corporation), and\n\n                             (ii)      consultants and other independent\n         advisors who provide services to the Corporation (or any Parent or\n         Subsidiary).\n\n         V.        STOCK SUBJECT TO THE PLAN\n\n                   A.   The stock issuable under the Plan shall be shares of\nauthorized but unissued or reacquired Common Stock, including shares repurchased\nby the Corporation on the open market. The maximum number of shares of Common\nStock reserved for issuance over the term of the Plan shall not exceed 400,000\nshares.\n\n\n                                       2\n\n\n\n\n                   B.   Shares of Common Stock subject to outstanding options\nshall be available for subsequent issuance under the Plan to the extent those\noptions expire, terminate or are cancelled for any reason prior to exercise in\nfull. Unvested shares issued under the Plan and subsequently repurchased by the\nCorporation, at the original exercise or issue price paid per share, pursuant to\nthe Corporation's repurchase rights under the Plan shall be added back to the\nnumber of shares of Common Stock reserved for issuance under the Plan and shall\naccordingly be available for reissuance through one or more subsequent options\nor direct stock issuances under the Plan. However, should the exercise price of\nan option under the Plan be paid with shares of Common Stock, then the number of\nshares of Common Stock available for issuance under the Plan shall be reduced by\nthe gross number of shares for which the option is exercised or which vest under\nthe stock issuance, and not by the net number of shares of Common Stock issued\nto the holder of such option or stock issuance.\n\n                   C.   If any change is 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\/or class of securities\nissuable under the Plan and (ii) the number and\/or class of securities and the\nexercise price per share in effect under each outstanding option under the Plan.\nSuch adjustments to the outstanding options are to be effected in a manner which\nshall preclude the enlargement or dilution of rights and benefits under such\noptions. The adjustments determined by the Plan Administrator shall be final,\nbinding and conclusive.\n\n\n                                       3\n\n\n\n\n                                   ARTICLE TWO\n\n                       DISCRETIONARY OPTION GRANT PROGRAM\n\n         I.        OPTION TERMS\n\n                   Each option shall be a Non-Statutory Option and shall be\nevidenced by one or more documents in the form approved by the Plan\nAdministrator; PROVIDED, however, that each such document shall comply with the\nterms specified below.\n\n                   A.   EXERCISE PRICE.\n\n                        1.   The exercise price per share shall be fixed by the\nPlan Administrator at the time of the option grant.\n\n                        2.   The exercise price shall become immediately due\nupon exercise of the option and shall, subject to the provisions of Section II\nof Article Four and the documents evidencing the option, be payable:\n\n                             (i)       in cash,\n\n                             (ii)      check made payable to the Corporation\n\n                             (iii)     shares of Common Stock held for the\n         requisite period necessary to avoid a charge to the Corporation's\n         earnings for financial reporting purposes and valued at Fair Market\n         Value on the Exercise Date, or\n\n                             (iv)      to the extent the option is exercised for\n         vested shares, through a special sale and remittance procedure pursuant\n         to which the Optionee shall concurrently provide irrevocable\n         instructions to (a) a Corporation-approved brokerage firm to effect the\n         immediate sale of the purchased shares and remit to the Corporation,\n         out of the sale proceeds available on the settlement date, sufficient\n         funds to cover the aggregate exercise price payable for the purchased\n         shares plus all applicable Federal, state and local income and\n         employment taxes required to be withheld by the Corporation by reason\n         of such exercise and (b) the Corporation to deliver the certificates\n         for the purchased shares directly to such brokerage firm in order to\n         complete the sale.\n\n                   Except to the extent such sale and remittance procedure is\nutilized, payment of the exercise price for the purchased shares must be made on\nthe Exercise Date.\n\n                   B.   EXERCISE AND TERM OF OPTIONS. Each option shall be\nexercisable at such time or times, during such period and for such number of\nshares as shall be determined by the Plan Administrator and set forth in the\ndocuments evidencing the option. However, no option shall have a term in excess\nof ten (10) years measured from the option grant date.\n\n\n                                       4\n\n\n\n                   C.   CESSATION OF SERVICE.\n\n                        1.   The following provisions shall govern the exercise\nof any options outstanding at the time of the Optionee's cessation of Service or\ndeath:\n\n                             (i)       Any option outstanding at the time of the\n         Optionee's cessation of Service for any reason shall remain exercisable\n         for such period of time thereafter as shall be determined by the Plan\n         Administrator and set forth in the documents evidencing the option, but\n         no such option shall be exercisable after the expiration of the option\n         term.\n\n                             (ii)      Any option exercisable in whole or in\n         part by the Optionee at the time of death may be subsequently exercised\n         by his or her Beneficiary.\n\n                             (iii)     During the applicable post-Service\n         exercise period, the option may not be exercised in the aggregate for\n         more than the number of vested shares for which the option is\n         exercisable on the date of the Optionee's cessation of Service. Upon\n         the expiration of the applicable exercise period or (if earlier) upon\n         the expiration of the option term, the option shall terminate and cease\n         to be outstanding for any vested shares for which the option has not\n         been exercised. However, the option shall, immediately upon the\n         Optionee's cessation of Service, terminate and cease to be outstanding\n         to the extent the option is not otherwise at that time exercisable for\n         vested shares.\n\n                             (iv)      Should the Optionee's Service be\n         terminated for Misconduct or should the Optionee engage in Misconduct\n         while his or her options are outstanding, then all such options shall\n         terminate immediately and cease to be outstanding.\n\n                        2.   The Plan Administrator shall have complete\ndiscretion, exercisable either at the time an option is granted or at any time\nwhile the option remains outstanding:\n\n                             (i)       to extend the period of time for which\n         the option is to remain exercisable following the Optionee's cessation\n         of Service to such period of time as the Plan Administrator shall deem\n         appropriate, but in no event beyond the expiration of the option term,\n         and\/or\n\n                             (ii)      to permit the option to be exercised,\n         during the applicable post-Service exercise period, for one or more\n         additional installments in which the Optionee would have vested had the\n         Optionee continued in Service.\n\n                   D.   STOCKHOLDER RIGHTS. The holder of an option shall have\nno stockholder rights with respect to the shares subject to the option until\nsuch person shall have exercised the option, paid the exercise price and become\na holder of record of the purchased shares.\n\n\n                                       5\n\n\n\n\n                   E.   REPURCHASE RIGHTS. The Plan Administrator shall have the\ndiscretion to grant options which are exercisable for unvested shares of Common\nStock. Should the Optionee cease Service while holding such unvested shares, the\nCorporation shall have the right to repurchase, at the exercise price paid per\nshare, any or all of those unvested shares. The terms upon which such repurchase\nright shall be exercisable (including the period and procedure for exercise and\nthe appropriate vesting schedule for the purchased shares) shall be established\nby the Plan Administrator and set forth in the document evidencing such\nrepurchase right.\n\n                   F.   LIMITED TRANSFERABILITY OF OPTIONS. An Option may, to\nthe extent permitted by the Plan Administrator, be assigned in whole or in part\nduring the Optionee's lifetime to one or more members of the Optionee's\nimmediate family or to a trust established exclusively for Optionee and\/or one\nor more such family members. The terms applicable to the assigned portion shall\nbe the same as those in effect for the option immediately prior to such\nassignment and shall be set forth in such documents issued to the assignee as\nthe Plan Administrator may deem appropriate.\n\n         II.       CHANGE IN CONTROL\/HOSTILE TAKE-OVER\n\n                   A.   Each option outstanding at the time of a Change in\nControl but not otherwise fully-vested shall automatically accelerate so that\neach such option shall, immediately prior to the effective date of the Change in\nControl, become exercisable for all of the shares of Common Stock at the time\nsubject to that option and may be exercised for any or all of those shares as\nfully-vested shares of Common Stock. However, an outstanding option shall not so\naccelerate if and to the extent: (i) such option is, in connection with the\nChange in Control, assumed or otherwise continued in full force and effect by\nthe successor corporation (or parent thereof) pursuant to the terms of the\nChange in Control, (ii) such option is replaced with a cash incentive program of\nthe successor corporation which preserves the spread existing at the time of the\nChange in Control on the shares of Common Stock for which the option is not\notherwise at that time exercisable for vested shares and provides for subsequent\npayout in accordance with the same vesting schedule applicable to those option\nshares or (iii) the acceleration of such option is subject to other limitations\nimposed by the Plan Administrator at the time of the option grant.\n\n                   B.   All outstanding repurchase rights shall also terminate\nautomatically, and the shares of Common Stock subject to those terminated rights\nshall immediately vest in full, in the event of any Change in Control, except to\nthe extent: (i) those repurchase rights are assigned to the successor\ncorporation (or parent thereof) or otherwise continue in full force and effect\npursuant to the terms of the Change in Control or (ii) such accelerated vesting\nis precluded by other limitations imposed by the Plan Administrator at the time\nthe repurchase right is issued.\n\n                   C.   Immediately following the consummation of the Change in\nControl, all outstanding options shall terminate and cease to be outstanding,\nexcept to the extent assumed by the successor corporation (or parent thereof) or\notherwise expressly continued in full force and effect pursuant to the terms of\nthe Change in Control.\n\n\n                                       6\n\n\n\n\n                   D.   Each option which is assumed in connection with a Change\nin Control shall be appropriately adjusted, immediately after such Change in\nControl, to apply to the number and class of securities which would have been\nissuable to the Optionee in consummation of such Change in Control had the\noption been exercised immediately prior to such Change in Control. Appropriate\nadjustments to reflect such Change in Control shall also be made to (i) the\nexercise price payable per share under each outstanding option, PROVIDED the\naggregate exercise price payable for such securities shall remain the same and\n(ii) the maximum number and\/or class of securities available for issuance over\nthe remaining term of the Plan.\n\n                   E.   The Plan Administrator may at any time provide that one\nor more options will automatically accelerate in connection with a Change in\nControl, whether or not those options are assumed or otherwise continued in full\nforce and effect pursuant to the terms of the Change in Control. Any such option\nshall accordingly become exercisable, immediately prior to the effective date of\nsuch Change in Control, for all of the shares of Common Stock at the time\nsubject to that option and may be exercised for any or all of those shares as\nfully-vested shares of Common Stock. In addition, the Plan Administrator may at\nany time provide that one or more of the Corporation's repurchase rights shall\nnot be assignable in connection with such Change in Control and shall terminate\nupon the consummation of such Change in Control.\n\n                   F.   The Plan Administrator may at any time provide that one\nor more options will automatically accelerate upon an Involuntary Termination of\nthe Optionee's Service within a designated period (not to exceed eighteen (18)\nmonths) following the effective date of any Change in Control in which those\noptions do not otherwise accelerate. Any options so accelerated shall remain\nexercisable for fully-vested shares until the EARLIER of (i) the expiration of\nthe option term or (ii) the expiration of the one (1)-year period measured from\nthe effective date of the Involuntary Termination. In addition, the Plan\nAdministrator may at any time provide that one or more of the Corporation's\nrepurchase rights shall immediately terminate upon such Involuntary Termination.\n\n                   G.   The Plan Administrator may at any time provide that one\nor more options will automatically accelerate in connection with a Hostile\nTake-Over. Any such option shall become exercisable, immediately prior to the\neffective date of such Hostile Take-Over, for all of the shares of Common Stock\nat the time subject to that option and may be exercised for any or all of those\nshares as fully-vested shares of Common Stock. In addition, the Plan\nAdministrator may at any time provide that one or more of the Corporation's\nrepurchase rights shall terminate automatically upon the consummation of such\nHostile Take-Over. Alternatively, the Plan Administrator may condition such\nautomatic acceleration and termination upon an Involuntary Termination of the\nOptionee's Service within a designated period (not to exceed eighteen (18)\nmonths) following the effective date of such Hostile Take-Over. Each option so\naccelerated shall remain exercisable for fully-vested shares until the\nexpiration or sooner termination of the option term.\n\n\n                                       7\n\n\n\n\n                                  ARTICLE THREE\n\n                             STOCK ISSUANCE PROGRAM\n\n         I.        STOCK ISSUANCE TERMS\n\n                   Shares of Common Stock may be issued under the Stock Issuance\nProgram through direct and immediate issuances without any intervening options.\nShares of Common Stock may also be issued under the Stock Issuance Program\npursuant to share right awards which entitle the recipients to receive those\nshares upon the attainment of designated performance goals or Service\nrequirements. Each such award shall be evidenced by one or more documents which\ncomply with the terms specified below.\n\n                   A.   PURCHASE PRICE.\n\n                        1.   The purchase price per share of Common Stock\nsubject to direct issuance shall be fixed by the Plan Administrator.\n\n                        2.   Subject to the provisions of Section II of Article\nFour, Shares of Common Stock may be issued under the Stock Issuance Program for\nany of the following items of consideration which the Plan Administrator may\ndeem appropriate in each individual instance:\n\n                             (i)       cash or check made payable to the\n         Corporation, or\n\n                             (ii)      past services rendered to the Corporation\n         (or any Parent or Subsidiary).\n\n                   B.   VESTING\/ISSUANCE PROVISIONS.\n\n                        1.   The Plan Administrator may issue shares of Common\nStock which are fully and immediately vested upon issuance or which are to vest\nin one or more installments over the Participant's period of Service or upon\nattainment of specified performance objectives. Alternatively, the Plan\nAdministrator may issue share right awards which shall entitle the recipient to\nreceive a specified number of vested shares of Common Stock upon the attainment\nof one or more performance goals or Service requirements established by the Plan\nAdministrator.\n\n                        2.   Any new, substituted or additional securities or\nother property (including money paid other than as a regular cash dividend)\nwhich the Participant may have the right to receive with respect to his or her\nunvested shares of Common Stock by reason of any stock dividend, stock split,\nrecapitalization, combination of shares, exchange of shares or other change\naffecting the outstanding Common Stock as a class without the Corporation's\nreceipt of consideration shall be issued subject to (i) the same vesting\nrequirements applicable to the Participant's unvested shares of Common Stock and\n(ii) such escrow arrangements as the Plan Administrator shall deem appropriate.\n\n\n                                       8\n\n\n\n\n                        3.   The Participant shall have full stockholder rights\nwith respect to the issued shares of Common Stock, whether or not the\nParticipant's interest in those shares is vested. Accordingly, the Participant\nshall have the right to vote such shares and to receive any regular cash\ndividends paid on such shares.\n\n                        4.   Should the Participant cease to remain in Service\nwhile holding one or more unvested shares of Common Stock, or should the\nperformance objectives not be attained with respect to one or more such unvested\nshares of Common Stock, then those shares shall be immediately surrendered to\nthe Corporation for cancellation, and the Participant shall have no further\nstockholder rights with respect to those shares. To the extent the surrendered\nshares were previously issued to the Participant for consideration paid in cash\nor cash equivalent (including the Participant's purchase-money indebtedness),\nthe Corporation shall repay to the Participant the cash consideration paid for\nthe surrendered shares and shall cancel the unpaid principal balance of any\noutstanding purchase-money note of the Participant attributable to the\nsurrendered shares.\n\n                        5.   The Plan Administrator may waive the surrender and\ncancellation of one or more unvested shares of Common Stock (or other assets\nattributable thereto) which would otherwise occur upon the cessation of the\nParticipant's Service or the non-attainment of the performance objectives\napplicable to those shares. Such waiver shall result in the immediate vesting of\nthe Participant's interest in the shares of Common Stock as to which the waiver\napplies. Such waiver may be effected at any time, whether before or after the\nParticipant's cessation of Service or the attainment or non-attainment of the\napplicable performance objectives.\n\n                        6.   Outstanding share right awards shall automatically\nterminate, and no shares of Common Stock shall actually be issued in\nsatisfaction of those awards, if the performance goals or Service requirements\nestablished for such awards are not attained. The Plan Administrator, however,\nshall have the authority to issue shares of Common Stock in satisfaction of one\nor more outstanding share right awards as to which the designated performance\ngoals or Service requirements are not attained.\n\n         II.       CHANGE IN CONTROL\/HOSTILE TAKE-OVER\n\n                   A.   All of the Corporation's outstanding repurchase rights\nshall terminate automatically, and all the shares of Common Stock subject to\nthose terminated rights shall immediately vest in full, in the event of any\nChange in Control, except to the extent (i) those repurchase rights are assigned\nto the successor corporation (or parent thereof) or otherwise continue in full\nforce and effect pursuant to the terms of the Change in Control or (ii) such\naccelerated vesting is precluded by other limitations imposed by the Plan\nAdministrator at the time the repurchase right is issued.\n\n\n                                       9\n\n\n\n\n                   B.   The Plan Administrator may at any time provide for the\nautomatic termination of one or more of those outstanding repurchase rights and\nthe immediate vesting of the shares of Common Stock subject to those terminated\nrights upon (i) a Change in Control or Hostile Take-Over or (ii) an Involuntary\nTermination of the Participant's Service within a designated period (not to\nexceed eighteen (18) months) following the effective date of any Change in\nControl or Hostile Take-Over in which those repurchase rights are assigned to\nthe successor corporation (or parent thereof) or otherwise continue in full\nforce and effect.\n\n         III.      SHARE ESCROW\/LEGENDS\n\n                   Unvested shares may, in the Plan Administrator's discretion,\nbe held in escrow by the Corporation until the Participant's interest in such\nshares vests or may be issued directly to the Participant with restrictive\nlegends on the certificates evidencing those unvested shares.\n\n\n                                       10\n\n\n\n\n                                  ARTICLE FOUR\n\n                                  MISCELLANEOUS\n\n         I.        NO IMPAIRMENT OF AUTHORITY\n\n                   Outstanding awards shall in no way affect the right of the\nCorporation to adjust, reclassify, reorganize or otherwise change its capital or\nbusiness structure or to merge, consolidate, dissolve, liquidate or sell or\ntransfer all or any part of its business or assets.\n\n         II.       FINANCING\n\n                   The Plan Administrator may permit any Optionee or Participant\nto pay the option exercise price under the Discretionary Option Grant Program or\nthe purchase price of shares issued under the Stock Issuance Program by\ndelivering a full-recourse, interest bearing promissory note payable in one or\nmore installments. The terms of any such promissory note (including the interest\nrate and the terms of repayment) shall be established by the Plan Administrator\nin its sole discretion. In no event may the maximum credit available to the\nOptionee or Participant exceed the sum of (i) the aggregate option exercise\nprice or purchase price payable for the purchased shares plus (ii) any Federal,\nstate and local income and employment tax liability incurred by the Optionee or\nthe Participant in connection with the option exercise or share purchase.\n\n         III.      TAX WITHHOLDING\n\n                   The Corporation's obligation to deliver shares of Common\nStock upon the exercise of options or the issuance or vesting of such shares\nunder the Plan shall be subject to the satisfaction of all applicable Federal,\nstate and local income and employment tax withholding requirements.\n\n         IV.       EFFECTIVE DATE AND TERM OF THE PLAN\n\n                   The Plan shall terminate upon the EARLIEST of (i) August __,\n2009, (ii) the date on which all shares available for issuance under the Plan\nshall have been issued as fully-vested shares or (iii) the termination of all\noutstanding options in connection with a Change in Control. Upon such plan\ntermination, all outstanding options and unvested stock issuances shall\nthereafter continue to have force and effect in accordance with the provisions\nof the documents evidencing such grants or issuances.\n\n         V.        AMENDMENT OF THE PLAN\n\n                   The Board shall have complete and exclusive power and\nauthority to amend or modify the Plan in any or all respects. However, no such\namendment or modification shall adversely affect the rights and obligations with\nrespect to stock options or unvested stock issuances at the time outstanding\nunder the Plan unless the Optionee or the Participant consents to such amendment\nor modification.\n\n\n                                       11\n\n\n\n\n         VI.       USE OF PROCEEDS\n\n                   Any cash proceeds received by the Corporation from the sale\nof shares of Common Stock under the Plan shall be used for general corporate\npurposes.\n\n         VII.      REGULATORY APPROVALS\n\n                   A.   The implementation of the Plan, the granting of any\nstock option under the Plan and the issuance of any shares of Common Stock (i)\nupon the exercise of any granted option or (ii) under the Stock Issuance Program\nshall be subject to the Corporation's procurement of all approvals and permits\nrequired by regulatory authorities having jurisdiction over the Plan, the stock\noptions granted under it and the shares of Common Stock issued pursuant to it.\n\n                   B.   No shares of Common Stock or other assets shall be\nissued or delivered under the Plan unless and until there shall have been\ncompliance with all applicable requirements of Federal and state securities\nlaws, including the filing and effectiveness of the Form S-8 registration\nstatement for the shares of Common Stock issuable under the Plan, and all\napplicable listing requirements of any stock exchange (or the Nasdaq National\nMarket, if applicable) on which Common Stock is then listed for trading.\n\n         VIII.     NO EMPLOYMENT\/SERVICE RIGHTS\n\n                   Nothing in the Plan shall confer upon the Optionee or the\nParticipant any right to continue in Service for any period of specific duration\nor interfere with or otherwise restrict in any way the rights of the Corporation\n(or any Parent or Subsidiary employing or retaining such person) or of the\nOptionee or the Participant, which rights are hereby expressly reserved by each,\nto terminate such person's Service at any time for any reason, with or without\ncause.\n\n\n                                       12\n\n\n\n\n                                    APPENDIX\n\n                   The following definitions shall be in effect under the Plan:\n\n                   A.   BENEFICIARY shall mean, in the event the Plan\nAdministrator implements a beneficiary designation procedure, the person\ndesignated by an Optionee or Participant, pursuant to such procedure, to succeed\nto such person's rights under any outstanding awards held by him or her at the\ntime of death. In the absence of such designation or procedure, the Beneficiary\nshall be the personal representative of the estate of the Optionee or\nParticipant or the person or persons to whom the award is transferred by will or\nthe laws of descent and distribution.\n\n                   C.   BOARD shall mean the Corporation's Board of Directors.\n\n                   D.   CHANGE IN CONTROL shall mean a change in ownership or\ncontrol of the Corporation effected through any of the following transactions:\n\n                             (i)       a merger, consolidation or reorganization\n         approved by the Corporation's stockholders, UNLESS securities\n         representing more than fifty percent (50%) of the total combined voting\n         power of the voting securities of the successor corporation are\n         immediately thereafter beneficially owned, directly or indirectly and\n         in substantially the same proportion, by the persons who beneficially\n         owned the Corporation's outstanding voting securities immediately prior\n         to such transaction,\n\n                             (ii)      any stockholder-approved transfer or\n         other disposition of all or substantially all of the Corporation's\n         assets, or\n\n                             (iii)     the acquisition, directly or indirectly\n         by any person or related group of persons (other than the Corporation\n         or a person that directly or indirectly controls, is controlled by, or\n         is 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 which\n         the Board recommend such stockholders to accept.\n\n                   E.   CODE shall mean the Internal Revenue Code of 1986, as\namended.\n\n                   F.   COMMITTEE shall mean a committee of one (1) or more\nBoard members appointed by the Board to administer the Plan with respect to\neligible persons.\n\n                   G.   COMMON STOCK shall mean the Corporation's common stock.\n\n                   H.   CORPORATION shall mean About.com, Inc., a Delaware\ncorporation, and its successors.\n\n                   I.   DISCRETIONARY OPTION GRANT PROGRAM shall mean the\ndiscretionary option grant program in effect under the Plan.\n\n\n                                      A-1\n\n\n\n\n                   J.   EMPLOYEE shall mean an individual who is in the employ\nof the Corporation (or any Parent or Subsidiary), subject to the control and\ndirection of the employer entity as to both the work to be performed and the\nmanner and method of performance.\n\n                   K.   EXERCISE DATE shall mean the date on which the\nCorporation shall have received written notice of the option exercise.\n\n                   L.   FAIR MARKET VALUE per share of Common Stock on any\nrelevant date shall be determined in accordance with the following provisions:\n\n                             (i)       If the Common Stock is at the time traded\n         on the Nasdaq National Market, then the Fair Market Value shall be the\n         closing selling price per share of Common Stock on the date in\n         question, as such price is reported on the Nasdaq National Market or\n         any successor system. If there is no closing selling price for the\n         Common Stock on the date in question, then the Fair Market Value shall\n         be the closing selling price on the last preceding date for which such\n         quotation exists.\n\n                             (ii)      If the Common Stock is at the time listed\n         on any Stock Exchange, then the Fair Market Value shall be the closing\n         selling price per share of Common Stock on the date in question on the\n         Stock Exchange determined by the Plan Administrator to be the primary\n         market 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.   HOSTILE TAKE-OVER shall mean:\n\n                             (i)       the acquisition, directly or indirectly,\n         by any person or related group of persons (other than the Corporation\n         or a person that directly or indirectly controls, is controlled by, or\n         is 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 which\n         the Board does not recommend such stockholders to accept, or\n\n                             (ii)      a change in the composition of the Board\n         over a period of thirty-six (36) consecutive months or less such that a\n         majority of the Board members ceases, by reason of one or more\n         contested elections for Board membership, to be comprised of\n         individuals who either (A) have been Board members continuously since\n         the beginning of such period or (B) have been elected or nominated for\n         election as Board members during such period by at least a majority of\n         the Board members described in clause (A) who were still in office at\n         the time the Board approved such election or nomination.\n\n\n                                      A-2\n\n\n\n\n                   N.   INVOLUNTARY TERMINATION shall mean the termination of\nthe Service of any individual which occurs by reason of:\n\n                             (i)       such individual's involuntary dismissal\n         or discharge by the Corporation for reasons other than Misconduct, or\n\n                             (ii)      such individual's voluntary resignation\n         following (A) a change in his or her position with Corporation or\n         Parent or Subsidiary employing the individual which materially reduces\n         his or her duties and responsibilities, (B) a reduction in his or her\n         level of compensation (including base salary, fringe benefits and\n         target bonus under any performance based bonus or incentive programs)\n         or (C) a relocation of such individual's place of employment by more\n         than fifty (50) miles, provided and only if such change, reduction or\n         relocation is effected by the Corporation without the individual's\n         consent. Notwithstanding the foregoing, an individual's resignation\n         following (i) a relocation shall not be considered an Involuntary\n         Termination if the relocation is part of a general relocation of a\n         significant portion of the operations of the Corporation (or Parent or\n         Subsidiary employing the individual) or of the department or division\n         in which such individual is employed to a location in the United States\n         and if expenses reasonably incurred by such individual in connection\n         with such relocation expenses are to be reimbursed by the Corporation\n         or any successor entity or (ii) a general reduction in the level of\n         base salary, target bonuses or fringe benefits payable to all or\n         substantially all of the employees of the Corporation (or Parent or\n         Subsidiary employing such individual) in connection with a cost\n         reduction program shall not constitute an Involuntary Termination.\n\n                   O.   MISCONDUCT shall mean the commission of any act of\nfraud, embezzlement or dishonesty by the Optionee or Participant, any\nunauthorized use or disclosure by such person of confidential information or\ntrade secrets of the Corporation (or any Parent or Subsidiary), or any\nintentional wrongdoing by such person, whether by omission or commission, which\nadversely affects the business or affairs of the Corporation (or any Parent or\nSubsidiary) in a material manner. This shall not limit the grounds for the\ndismissal or discharge of any person in the Service of the Corporation (or any\nParent or Subsidiary).\n\n                   P.   1934 ACT shall mean the Securities Exchange Act of 1934,\nas amended.\n\n                   Q.   NON-STATUTORY OPTION shall mean an option not intended\nto satisfy the requirements of Code Section 422.\n\n                   R.   OPTIONEE shall mean any person to whom an option is\ngranted under the Discretionary Option Grant.\n\n                   T.   PARENT shall mean any corporation (other than the\nCorporation) in an unbroken chain of corporations ending with the Corporation,\nprovided each corporation in the unbroken chain (other than the Corporation)\nowns, at the time of the determination, stock possessing fifty percent (50%) or\nmore of the total combined voting power of all classes of stock in one of the\nother corporations in such chain.\n\n\n                                      A-3\n\n\n\n\n                   U.   PARTICIPANT shall mean any person who is issued shares\nof Common Stock under the Stock Issuance Program.\n\n                   V.   PERMANENT DISABILITYshall mean the inability of the\nOptionee or the Participant to engage in any substantial gainful activity by\nreason of any medically determinable physical or mental impairment expected to\nresult in death or to be of continuous duration of twelve (12) months or more.\n\n                   W.   PLAN shall mean the Corporation's 1999 Non-Officer Stock\nOption\/Stock Issuance Plan, as set forth in this document.\n\n                   X.   PLAN ADMINISTRATOR shall mean the particular entity,\nwhether the Committee or the Board, which is authorized to administer the Plan.\n\n                   Y.   PLAN EFFECTIVE DATE shall mean August __, 1999, the date\non which the Plan was adopted by the Board.\n\n                   Z.   SERVICE shall mean the performance of services for the\nCorporation (or any Parent or Subsidiary) by a person in the capacity of an\nEmployee, a non-employee member of the board of directors or a consultant or\nindependent advisor, except to the extent otherwise specifically provided in the\ndocuments evidencing the option grant or stock issuance.\n\n                   AA.  STOCK EXCHANGE shall mean either the American Stock\nExchange or the New York Stock Exchange.\n\n                   BB.  STOCK ISSUANCE PROGRAM shall mean the stock issuance\nprogram in effect under the Plan.\n\n                   CC.  SUBSIDIARY shall mean any corporation (other than the\nCorporation) in an unbroken chain of corporations beginning with the\nCorporation, provided each corporation (other than the last corporation) in the\nunbroken chain owns, at the time of the determination, stock possessing fifty\npercent (50%) or more of the total combined voting power of all classes of stock\nin one of the other corporations in such chain.\n\n\n                                      A-4\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6551],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9545],"class_list":["post-38356","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aboutcom-inc","corporate_contracts_industries-technology__programming","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\/38356","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=38356"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38356"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38356"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38356"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}