{"id":38357,"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-doubleclick.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-non-officer-stock-option-stock-issuance-plan-doubleclick","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-non-officer-stock-option-stock-issuance-plan-doubleclick.html","title":{"rendered":"1999 Non-Officer Stock Option\/Stock Issuance Plan &#8211; DoubleClick Inc."},"content":{"rendered":"<pre>\n                                 DOUBLECLICK INC\n                1999 NON-OFFICER STOCK OPTION\/STOCK ISSUANCE PLAN\n\n             (AS AMENDED AND RESTATED EFFECTIVE AS OF APRIL 9, 1999)\n\n                                   ARTICLE ONE\n\n                               GENERAL PROVISIONS\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 DoubleClick Inc., a Delaware \ncorporation, by providing eligible persons with the opportunity to acquire a \nproprietary interest, or otherwise increase their proprietary interest, in \nthe Corporation as an incentive for them to remain in the service of the \nCorporation.\n\n                  Capitalized terms shall have the meanings assigned to such \nterms in the attached Appendix.\n\n                  All share numbers in the May 24, 1999 restatement reflect \nall splits of the Common Stock effected through May 24, 1999, including the \ntwo (2)-for-one (1) split of the Common Stock effected on March 24, 1999.\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 \nunder which eligible persons may, at the discretion of the Plan \nAdministrator, be granted options to purchase shares of Common Stock, and\n\n                           (ii)     the Stock Issuance Program under which \neligible persons may, at the discretion of the Plan Administrator, be issued \nshares of Common Stock directly, either through the immediate purchase of \nsuch shares or as a bonus for services rendered the Corporation (or any \nParent or Subsidiary).\n\n                  B.       The provisions of Articles One and Four shall \napply to all equity programs under the Plan and shall govern the interests of \nall persons under the Plan.\n\n         III.     ADMINISTRATION OF THE PLAN\n\n                  A.       Administration of the Plan may, at the Board's \ndiscretion, be vested in a Secondary Committee, or the Board may retain the \npower to administer the Plan.\n\n                  B.       Members of the Committee shall serve for such \nperiod of time as the Board may determine and may be removed by the Board at \nany time. The Board may also at any time terminate the functions of the \nCommittee and reassume all powers and authority previously delegated to such \ncommittee.\n\n\n\n\n                  C.       Each Plan Administrator shall, within the scope of \nits administrative functions under the Plan, have full power and authority \n(subject to the provisions of the Plan) to establish such rules and \nregulations as it may deem appropriate for proper administration of the Plan \nand to make such determinations under, and issue such interpretations of, the \nprovisions of such programs and any outstanding options or stock issuances \nthereunder as it may deem necessary or advisable. Decisions of the Plan \nAdministrator within the scope of its administrative functions under the Plan \nshall be final and binding on all parties who have an interest in the \nDiscretionary Option Grant and Stock Issuance Programs under its jurisdiction \nor any option grants or stock issuance thereunder.\n\n                  D.       Service on the Committee shall constitute service \nas a Board member, and members of the Committee shall accordingly be entitled \nto full indemnification and reimbursement as Board members for their service \non the Committee. No member of the Committee shall be liable for any act or \nomission made in good faith with respect to the Plan or any option grants or \nstock issuances under the Plan.\n\n         IV.      ELIGIBILITY\n\n                  A.       The persons eligible to participate in the \nDiscretionary Option Grant and Stock Issuance Programs are as follows:\n\n                           (i)      Employees (other than officers of the \nCorporation), and\n\n                           (ii)     consultants and other independent \nadvisors who provide services to the Corporation (or any Parent or \nSubsidiary).\n\n                  B.       The Plan Administrator shall, within the scope of \nits administrative jurisdiction under the Plan, have full authority to \ndetermine, (i) with respect to the option grants under the Discretionary \nOption Grant Program, which eligible persons are to receive option grants, \nthe time or times when such option grants are to be made, the number of \nshares to be covered by each such grant, the time or times when each option \nis to become exercisable, the vesting schedule (if any) applicable to the \noption shares and the maximum term for which the option is to remain \noutstanding and (ii) with respect to stock issuances under the Stock Issuance \nProgram, which eligible persons are to receive stock issuances, the time or \ntimes when such issuances are to be made, the number of shares to be issued \nto each Participant, the vesting schedule (if any) applicable to the issued \nshares and the consideration for such shares.\n\n                  C.       The Plan Administrator shall have the absolute \ndiscretion either to grant options in accordance with the Discretionary \nOption Grant Program or to effect stock issuances in accordance with the \nStock Issuance Program.\n\n         V.       STOCK SUBJECT TO THE PLAN\n\n                  A.       The stock issuable under the Plan shall be shares \nof authorized but unissued or reacquired Common Stock, including shares \nrepurchased by the Corporation on the open market. The maximum number of \nshares of Common Stock reserved for issuance over the term of the Plan shall \nnot exceed 375,000 shares.\n\n\n                                       2\n\n\n\n                  B.       Shares of Common Stock subject to outstanding \noptions shall be available for subsequent issuance under the Plan to the \nextent (i) those options expire or terminate for any reason prior to exercise \nin full or (ii) the options are cancelled in accordance with \ncancellation-regrant provisions of Article Two. Unvested shares issued under \nthe Plan and subsequently cancelled or repurchased by the Corporation, at the \noriginal exercise or issue price paid per share, pursuant to the \nCorporation'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 \nshall accordingly be available for reissuance through one or more subsequent \noption grants or direct stock issuances under the Plan. However, should the \nexercise price of an option under the Plan be paid with shares of Common \nStock, then the number of shares of Common Stock available for issuance under \nthe Plan shall be reduced by the gross number of shares for which the option \nis exercised and not by the net number of shares of Common Stock issued to \nthe holder of such option.\n\n                  C.       If any change is made to the Common Stock by \nreason of any stock split, stock dividend, recapitalization, combination of \nshares, exchange of shares or other change affecting the outstanding Common \nStock as a class without the Corporation's receipt of consideration, \nappropriate adjustments shall be made to (i) the maximum number and\/or class \nof securities issuable under the Plan and (ii) the number and\/or class of \nsecurities and the exercise price per share in effect under each outstanding \noption under the Plan. Such adjustments to the outstanding options are to be \neffected in a manner which shall preclude the enlargement or dilution of \nrights and benefits under such options. The adjustments determined by the \nPlan Administrator shall be final, binding and conclusive.\n\n\n                                       3\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 \nthe terms specified below.\n\n                  A.       EXERCISE PRICE.\n\n                           1.       The exercise price per share shall be \nfixed by the Plan Administrator but shall not be less than eighty-five \npercent (85%) of the Fair Market Value per share of Common Stock on the \noption grant date.\n\n                           2.       The exercise price shall become \nimmediately due upon exercise of the option and shall, subject to the \nprovisions of Section I of Article Four and the documents evidencing the \noption, be payable in one or more of the following:\n\n                                    (i)      cash,\n\n                                    (ii)     check made payable to the \n         Corporation,\n\n                                    (iii)    in shares of Common Stock held \n         for the requisite period necessary to avoid a charge to the \n         Corporation's earnings for financial reporting purposes and valued \n         at Fair Market Value on the Exercise Date, or\n\n                                    (iv)     to the extent the option is \n         exercised for vested shares, through a special sale and remittance \n         procedure pursuant to which the Optionee shall concurrently provide \n         irrevocable instructions (A) to a Corporation-designated brokerage \n         firm to effect the immediate sale of the purchased shares and remit \n         to the Corporation, out of the sale proceeds available on the \n         settlement date, sufficient funds to cover the aggregate exercise \n         price payable for the purchased shares plus all applicable Federal, \n         state and local income and employment taxes required to be withheld \n         by the Corporation by reason of such exercise and (B) to the \n         Corporation to deliver the certificates for the purchased shares \n         directly to such brokerage firm in order to 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 \non the 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 \nexcess of ten (10) years measured from the option grant date.\n\n\n                                       4\n\n\n\n                  C.       EFFECT OF TERMINATION OF SERVICE.\n\n                           1.       The following provisions shall govern the \nexercise of any options held by the Optionee at the time of cessation of \nService or death:\n\n                                    (i)      Any option outstanding at the \n         time of the Optionee's cessation of Service for any reason shall \n         remain exercisable for such period of time thereafter as shall be \n         determined by the Plan Administrator and set forth in the documents \n         evidencing the option, but no such option shall be exercisable after \n         the expiration of the option term.\n\n                                    (ii)     Any option exercisable in whole \n         or in part by the Optionee at the time of death may be subsequently \n         exercised by the personal representative of the Optionee's estate or \n         by the person or persons to whom the option is transferred pursuant \n         to the Optionee's will or in accordance with the laws of descent and \n         distribution.\n\n                                    (iii)    Should the Optionee's Service be \n         terminated for Misconduct, then all outstanding options held by the \n         Optionee shall terminate immediately and cease to be outstanding.\n\n                                    (iv)     During the applicable \n         post-Service exercise period, the option may not be exercised in the \n         aggregate for more than the number of vested shares for which the \n         option is exercisable on the date of the Optionee's cessation of \n         Service. Upon the expiration of the applicable exercise period or \n         (if earlier) upon the expiration of the option term, the option \n         shall terminate and cease to be outstanding for any vested shares \n         for which the option has not been exercised. However, the option \n         shall, immediately upon the Optionee's cessation of Service, \n         terminate and cease to be outstanding to the extent the option is \n         not otherwise at that time exercisable for vested shares.\n\n                           2.       The Plan Administrator shall have \ncomplete discretion, exercisable either at the time an option is granted or \nat any time while the option remains outstanding, to:\n\n                                    (i)      extend the period of time for \n         which the option is to remain exercisable following the Optionee's \n         cessation of Service from the limited exercise period otherwise in \n         effect for that option to such greater period of time as the Plan \n         Administrator shall deem appropriate, but in no event beyond the \n         expiration of the option term, and\/or\n\n                                    (ii)     permit the option to be \n         exercised, during the applicable post-Service exercise period, not \n         only with respect to the number of vested shares of Common Stock for \n         which such option is exercisable at the time of the Optionee's \n         cessation of Service but also with respect to one or more additional \n         installments in which the Optionee would have vested had the \n         Optionee continued in Service.\n\n\n                                       5\n\n\n\n                  D.       STOCKHOLDER RIGHTS. The holder of an option shall \nhave no stockholder rights with respect to the shares subject to the option \nuntil such person shall have exercised the option, paid the exercise price \nand become a holder of record of the purchased shares.\n\n                  E.       REPURCHASE RIGHTS. The Plan Administrator shall \nhave the discretion to grant options which are exercisable for unvested \nshares of Common Stock. Should the Optionee cease Service while holding such \nunvested shares, the Corporation shall have the right to repurchase, at the \nexercise price paid per share, any or all of those unvested shares. The terms \nupon which such repurchase right shall be exercisable (including the period \nand procedure for exercise and the appropriate vesting schedule for the \npurchased shares) shall be established by the Plan Administrator and set \nforth in the document evidencing such repurchase right\n\n                  F.       LIMITED TRANSFERABILITY OF OPTIONS. During the \nlifetime of the Optionee, an option may, to the extent permitted by the Plan \nAdministrator and in connection with the Optionee's estate plan, be assigned \nin whole or in part during the Optionee's lifetime to one or more members of \nthe Optionee's immediate family or to a trust established exclusively for one \nor more such family members. The assigned portion may only be exercised by \nthe person or persons who acquire a proprietary interest in the option \npursuant to the assignment. The terms applicable to the assigned portion \nshall be 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\n\n                  A.       Each option outstanding at the time of a Change in \nControl but not otherwise fully exercisable shall automatically accelerate so \nthat each such option shall, immediately prior to the effective date of the \nChange in Control, become exercisable for all of the shares of Common Stock \nat the time subject to that option and may be exercised for any or all of \nthose shares as fully-vested shares of Common Stock. However, an outstanding \noption shall not become exercisable on such an accelerated if and to the \nextent: (i) such option is, in connection with the Change in Control, to be \nassumed or otherwise continued in full force or effect by the successor \ncorporation (or parent thereof) pursuant to the terms of the Change in \nControl transaction, (ii) such option is to be replaced with a cash incentive \nprogram of the successor corporation which preserves the spread existing at \nthe time of the Corporate Transaction on the shares of Common Stock for which \nthe option is not otherwise at that time exercisable and provides for \nsubsequent payout in accordance with the same vesting schedule applicable to \nthose option shares or (iii) the acceleration of such option is subject to \nother limitations imposed by the Plan Administrator at the time of the option \ngrant.\n\n                  B.       All outstanding repurchase rights shall also \nterminate automatically, and the shares of Common Stock subject to those \nterminated rights shall immediately vest in full, in the event of any Change \nin Control, except to the extent: (i) those repurchase rights are to be \nassigned to the successor corporation (or parent thereof) 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                                       6\n\n\n\n                  C.       Immediately following the consummation of the \nChange in Control, all outstanding options shall terminate and cease to be \noutstanding, except to the extent assumed by the successor corporation (or \nparent thereof) or otherwise expressly continued in full force and effect \npursuant to the terms of the Change in Control transaction.\n\n                  D.       Each option which is assumed (or is otherwise to \ncontinue in effect) in connection with a Change in Control shall be \nappropriately adjusted, immediately after such Change in Control, to apply to \nthe number and class of securities which would have been issuable to the \nOptionee in consummation of such Change in Control had the option been \nexercised 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 \nand (ii) the maximum number and\/or class of securities available for issuance \nover the remaining term of the Plan.\n\n                  E.       The Plan Administrator shall have full power and \nauthority exercisable, either at the time the option is granted or at any \ntime while the option remains outstanding, to provide for the accelerated \nvesting, in whole or in part, of one or more outstanding options under the \nDiscretionary Option Grant Program automatically upon the occurrence of a \nChange in Control, whether or not those options are to be assumed or \notherwise continued in full force and effect pursuant to the express terms of \nthe Change in Control transaction. In addition, the Plan Administrator may \nstructure one or more of the Corporation's repurchase rights under the \nDiscretionary Option Grant Program so that those rights shall immediately \nterminate, in whole or in part, at the time of a Change in Control and shall \nnot be assignable to the successor corporation (or parent thereof), and the \nshares subject to those terminated repurchase rights shall accordingly vest \nin full at the time of such Change in Control.\n\n                  F.       The Plan Administrator shall have full power and \nauthority exercisable, either at the time the option is granted or at any \ntime while the option remains outstanding, to provide for the accelerated \nvesting, in whole or in part, of one or more outstanding options under the \nDiscretionary Option Grant Program upon the Involuntary Termination of the \nOptionee's Service within a designated period (not to exceed twelve (12) \nmonths) following the effective date of any Change in Control in which those \noptions do not otherwise accelerate. In addition, the Plan Administrator may \nstructure one or more of the Corporation's repurchase rights under the \nDiscretionary Option Grant Program so that those rights will immediately \nterminate at the time of such Involuntary Termination, and the shares subject \nto those terminated repurchase rights shall accordingly vest in full at that \ntime.\n\n                  G.       The outstanding options shall in no way affect the \nright of the Corporation to adjust, reclassify, reorganize or otherwise \nchange its capital or business structure or to merge, consolidate, dissolve, \nliquidate or sell or transfer all or any part of its business or assets.\n\n\n                                       7\n\n\n\n         III.     CANCELLATION AND REGRANT OF OPTIONS\n\n                  The Plan Administrator shall have the authority to effect, \nat any time and from time to time, with the consent of the affected option \nholders, the cancellation of any or all outstanding options under the \nDiscretionary Option Grant Program and to grant in substitution new options \ncovering the same or different number of shares of Common Stock but with an \nexercise price per share based on the Fair Market Value per share of Common \nStock on the new grant date.\n\n\n                                       8\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 \nIssuance Program through direct and immediate issuances without any \nintervening option grants. Each such stock issuance shall be evidenced by a \nStock Issuance Agreement which complies with the terms specified below. \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.\n\n                  A.       PURCHASE PRICE.\n\n                           1.       The purchase price per share of Common \nStock subject to direct issuance shall be fixed by the Plan Administrator, \nbut shall not be less than one hundred percent (100%) of the Fair Market \nValue per share of Common Stock on the issuance date.\n\n                           2.       Shares of Common Stock may be issued \nunder the Stock Issuance Program for any of the following items of \nconsideration which the Plan Administrator may deem appropriate in each \nindividual instance:\n\n                                    (i)      cash or check made payable to \n         the Corporation, or\n\n                                    (ii)     past services rendered to the \n         Corporation (or any Parent or Subsidiary).\n\n                  B.       VESTING\/ISSUANCE PROVISIONS.\n\n                           1.       The Plan Administrator may issue shares \nof Common Stock under the Stock Issuance Program which are fully and \nimmediately vested upon issuance or which are to vest in one or more \ninstallments over the Participant's period of Service or upon attainment of \nspecified performance objectives. Alternatively, the Plan Administrator may \nissue share right awards under the Stock Issuance Program which shall entitle \nthe recipient to receive a specified number of shares of Common Stock upon \nthe attainment of one or more performance goals established by the Plan \nAdministrator. Upon the attainment of such performance goals, fully-vested \nshares of Common Stock shall be issued in satisfaction of those share right \nawards.\n\n                           2.       Any new, substituted or additional \nsecurities or other property (including money paid other than as a regular \ncash dividend) which the Participant may have the right to receive with \nrespect to his or her unvested shares of Common Stock by reason of any stock \ndividend, stock split, recapitalization, combination of shares, exchange of \nshares or other change affecting the outstanding Common Stock as a class \nwithout the Corporation's receipt of consideration shall be issued subject to \n(i) the same vesting requirements applicable to the Participant's unvested \nshares of Common Stock and (ii) such escrow arrangements as the Plan \nAdministrator shall deem appropriate.\n\n\n                                       9\n\n\n\n                           3.       The Participant shall have full \nstockholder rights with respect to any shares of Common Stock issued to the \nParticipant under the Stock Issuance Program, whether or not the \nParticipant's interest in those shares is vested. Accordingly, the \nParticipant shall have the right to vote such shares and to receive any \nregular cash dividends paid on such shares.\n\n                           4.       Should the Participant cease to remain in \nService while holding one or more unvested shares of Common Stock issued \nunder the Stock Issuance Program or should the performance objectives not be \nattained with respect to one or more such unvested shares of Common Stock, \nthen those shares shall be immediately surrendered to the Corporation for \ncancellation, and the Participant shall have no further stockholder rights \nwith respect to those shares. To the extent the surrendered shares were \npreviously issued to the Participant for consideration paid in cash or cash \nequivalent (including the Participant's purchase-money indebtedness), the \nCorporation 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 in its \ndiscretion waive the surrender and cancellation of one or more unvested \nshares of Common Stock (or other assets attributable thereto) which would \notherwise occur upon the cessation of the Participant's Service or the \nnon-attainment of the performance objectives applicable to those shares. Such \nwaiver shall result in the immediate vesting of the Participant's interest in \nthe shares of Common Stock as to which the waiver applies. Such waiver may be \neffected at any time, whether before or after the Participant's cessation of \nService or the attainment or non-attainment of the applicable performance \nobjectives.\n\n                           6.       Outstanding share right awards under the \nStock Issuance Program shall automatically terminate, and no shares of Common \nStock shall actually be issued in satisfaction of those awards, if the \nperformance goals established for such awards are not attained. The Plan \nAdministrator, however, shall have the discretionary authority to issue \nshares of Common Stock in satisfaction of one or more outstanding share right \nawards as to which the designated performance goals are not attained.\n\n         II.      CHANGE IN CONTROL\n\n                  A.       All of the Corporation's outstanding repurchase \nrights under the Stock Issuance Program shall terminate automatically, and \nall the shares of Common Stock subject to those terminated rights shall \nimmediately vest in full, in the event of any Change in Control, except to \nthe extent (i) those repurchase rights are to be assigned to the successor \ncorporation (or parent thereof) or are otherwise to continue in full force \nand effect pursuant to the express terms of the Change in Control transaction \nor (ii) such accelerated vesting is precluded by other limitations imposed in \nthe Stock Issuance Agreement.\n\n\n                                       10\n\n\n\n                  B.       The Plan Administrator shall have the \ndiscretionary authority, exercisable either at the time the unvested shares \nare issued or any time while the Corporation's repurchase rights remain \noutstanding under the Stock Issuance Program, to provide that those rights \nshall automatically terminate in whole or in part upon the occurrence of a \nChange in Control and shall not be assignable to the successor corporation \n(or parent thereof), and the shares of Common Stock subject to those \nterminated rights shall immediately vest at the time of such Change in \nControl.\n\n                  C.       The Plan Administrator shall have the \ndiscretionary authority, exercisable either at the time the unvested shares \nare issued or any time while the Corporation's repurchase rights remain \noutstanding under the Stock Issuance Program, to provide that those rights \nshall automatically terminate in whole or in part, and the shares of Common \nStock subject to those terminated rights shall immediately vest upon the \nInvoluntary Termination of the Participant's Service within a designated \nperiod (not to exceed twelve (12) months) following the effective date of any \nChange in Control in which those repurchase rights are assigned to the \nsuccessor corporation (or parent thereof),\n\n         III.     SHARE ESCROW\/LEGENDS\n\n                  Unvested shares may, in the Plan Administrator's \ndiscretion, be held in escrow by the Corporation until the Participant's \ninterest in such shares vests or may be issued directly to the Participant \nwith restrictive legends on the certificates evidencing those unvested shares.\n\n\n                                       11\n\n\n\n                                  ARTICLE FOUR\n\n                                  MISCELLANEOUS\n\n         I.       FINANCING\n\n                  The Plan Administrator may permit any Optionee or \nParticipant to pay the option exercise price under the Discretionary Option \nGrant Program or the purchase price of shares issued under the Stock Issuance \nProgram by delivering a full-recourse, interest bearing promissory note \npayable in one or more installments. The terms of any such promissory note \n(including the interest rate and the terms of repayment) shall be established \nby the Plan Administrator in its sole discretion. In no event may the maximum \ncredit available to the Optionee or Participant exceed the sum of (i) the \naggregate option exercise price or purchase price payable for the purchased \nshares (less the par value of those shares) plus (ii) any Federal, state and \nlocal income and employment tax liability incurred by the Optionee or the \nParticipant in connection with the option exercise or share purchase.\n\n         II.      TAX WITHHOLDING\n\n         The Corporation's obligation to deliver shares of Common Stock upon \nthe exercise of options or the issuance or vesting of such shares under the \nPlan shall be subject to the satisfaction of all applicable Federal, state \nand local income and employment tax withholding requirements.\n\n         III.     EFFECTIVE DATE AND TERM OF THE PLAN\n\n                  A.       The Discretionary Option Grant and Stock Issuance \nPrograms shall become effective immediately upon the Plan Effective Date. \nOptions may be granted under the Discretionary Option Grant Program at any \ntime on or after the Plan Effective Date.\n\n                  B.       The Plan shall terminate upon the earliest of (i) \nApril 8, 2009, (ii) the date on which all shares available for issuance under \nthe Plan shall have been issued as fully-vested shares or (iii) the \ntermination of all outstanding options in connection with a Change in \nControl. Upon such plan termination, all outstanding option grants and \nunvested stock issuances shall thereafter continue to have force and effect \nin accordance with the provisions of the documents evidencing such grants or \nissuances.\n\n         IV.      AMENDMENT OF THE PLAN\n\n                  A.       The Board shall have complete and exclusive power \nand authority to amend or modify the Plan in any or all respects. However, no \nsuch amendment or modification shall adversely affect the rights and \nobligations with respect to stock options or unvested stock issuances at the \ntime outstanding under the Plan unless the Optionee or the Participant \nconsents to such amendment or modification. In addition, certain amendments \nmay require stockholder approval pursuant to applicable laws or regulations.\n\n\n                                       12\n\n\n\n         V.       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         VI.      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 \nduration or interfere with or otherwise restrict in any way the rights of the \nCorporation (or any Parent or Subsidiary employing or retaining such person) \nor of the Optionee or the Participant, which rights are hereby expressly \nreserved by each, to terminate such person's Service at any time for any \nreason, with or without cause.\n\n\n                                       13\n\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.       CHANGE IN CONTROL shall mean any of the following \ntransactions:\n\n                           (i)      a merger or consolidation approved by the \n         Corporation's stockholders in which securities possessing more than \n         fifty percent (50%) of the total combined voting power of the \n         Corporation's outstanding securities are transferred to a person or \n         persons different from the persons holding those securities \n         immediately prior to such transaction,\n\n                           (ii)     any stockholder-approved sale, transfer \n         or other disposition of all or substantially all of the \n         Corporation's assets in complete liquidation or dissolution of the \n         Corporation, or\n\n                           (iii)    the acquisition, directly or indirectly \n         by any person or related group of persons (other than the \n         Corporation or a person that directly or indirectly controls, is \n         controlled by, or is under common control with, the Corporation), of \n         beneficial ownership (within the meaning of Rule 13d-3 of the 1934 \n         Act) of securities possessing more than fifty percent (50%) of the \n         total combined voting power of the Corporation's outstanding \n         securities pursuant to a tender or exchange offer made directly to \n         the Corporation's stockholders.\n\n                  In no event shall any direct issuance of securities by the \n         Corporation effected primarily for the purpose of raising additional \n         capital or funding for the business operations of the Corporation or \n         any Parent or Subsidiary be deemed to constitute a Change in Control.\n\n         C.       CODE shall mean the Internal Revenue Code of 1986, as \namended.\n\n         D.       COMMITTEE shall mean a committee of one (1) or more Board \nmembers appointed by the Board to administer the Discretionary Option Grant \nand Stock Issuance Programs.\n\n         E.       COMMON STOCK shall mean the Corporation's common stock.\n\n         F.       CORPORATION shall mean DoubleClick Inc., a Delaware \ncorporation, and its successors.\n\n         G.       DISCRETIONARY OPTION GRANT PROGRAM shall mean the \ndiscretionary option grant program in effect under the Plan.\n\n         H.       EMPLOYEE shall mean an individual who is in the employ of \nthe 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\n                                       A-1\n\n\n\n         I.       EXERCISE DATE shall mean the date on which the Corporation \nshall have received written notice of the option exercise.\n\n         J.       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 \n         on the Nasdaq National Market, then the Fair Market Value shall be \n         deemed equal to the closing selling price per share of Common Stock \n         on the date in question, as such price is reported on the Nasdaq \n         National Market or any successor system. 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                           (ii)     If the Common Stock is at the time listed \n         on any Stock Exchange, then the Fair Market Value shall be deemed \n         equal to the closing selling price per share of Common Stock on the \n         date in question on the Stock Exchange determined by the Plan \n         Administrator to be the primary market for the Common Stock, as such \n         price is officially quoted in the composite tape of transactions on \n         such exchange. If there is no closing selling price for the Common \n         Stock on the date in question, then the Fair Market Value shall be \n         the closing selling price on the last preceding date for which such \n         quotation exists.\n\n         K.       INVOLUNTARY TERMINATION shall mean the termination of the \nService 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 the Corporation \n         which materially reduces his or her duties and responsibilities or \n         the level of management to which he or she reports, (B) a reduction \n         in his or her level of compensation (including base salary, fringe \n         benefits and target bonus under any performance based bonus or \n         incentive programs) by more than fifteen percent (15%) or (C) a \n         relocation of such individual's place of employment by more than \n         fifty (50) miles, provided and only if such change, reduction or \n         relocation is effected by the Corporation without the individual's \n         consent.\n\n         L.       MISCONDUCT shall mean the commission of any act of fraud, \nembezzlement or dishonesty by the Optionee or Participant, any unauthorized \nuse or disclosure by such person of confidential information or trade secrets \nof the Corporation (or any Parent or Subsidiary), or any other intentional \nmisconduct by such person adversely affecting the business or affairs of the \nCorporation (or any Parent or Subsidiary) in a material manner. The foregoing \ndefinition shall not be deemed to be inclusive of all the acts or omissions \nwhich the Corporation (or any Parent or Subsidiary) may consider as grounds \nfor the dismissal or discharge of any Optionee, Participant or other person \nin the Service of the Corporation (or any Parent or Subsidiary).\n\n\n                                       A-2\n\n\n\n         M.       1934 ACT shall mean the Securities Exchange Act of 1934, as \namended.\n\n         N.       NON-STATUTORY OPTION shall mean an option not intended to \nsatisfy the requirements of Code Section 422.\n\n         O.       OPTIONEE shall mean any person to whom an option is granted \nunder the Discretionary Option Grant.\n\n         P.       PARENT shall mean any corporation (other than the \nCorporation) in an unbroken chain of corporations ending with the \nCorporation, provided each corporation in the unbroken chain (other than the \nCorporation) owns, at the time of the determination, stock possessing fifty \npercent (50%) or more of the total combined voting power of all classes of \nstock in one of the other corporations in such chain.\n\n         Q.       PARTICIPANT shall mean any person who is issued shares of \nCommon Stock under the Stock Issuance Program.\n\n         R.       PERMANENT DISABILITY OR PERMANENTLY DISABLED shall mean the \ninability of the Optionee or the Participant to engage in any substantial \ngainful activity by reason of any medically determinable physical or mental \nimpairment expected to result in death or to be of continuous duration of \ntwelve (12) months or more.\n\n         S.       PLAN shall mean the Corporation's 1999 Non-Officer Stock \nOption\/Stock Issuance Plan, as set forth in this document.\n\n         T.       PLAN ADMINISTRATOR shall mean the particular entity, \nwhether the Board or the Committee, which is authorized to administer the \nDiscretionary Option Grant and Stock Issuance Programs.\n\n         U.       PLAN EFFECTIVE DATE shall mean April 9, 1999 the date on \nwhich the Plan was adopted by the Board.\n\n         V.       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 consultant or an independent advisor, except to the extent \notherwise specifically provided in the documents evidencing the option grant \nor stock issuance.\n\n         W.       STOCK EXCHANGE shall mean either the American Stock \nExchange or the New York Stock Exchange.\n\n         X.       STOCK ISSUANCE AGREEMENT shall mean the agreement entered \ninto by the Corporation and the Participant at the time of issuance of shares \nof Common Stock under the Stock Issuance Program.\n\n         Y.       STOCK ISSUANCE PROGRAM shall mean the stock issuance \nprogram in effect under the Plan.\n\n\n                                       A-3\n\n\n\n         Z.       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 \nthe unbroken chain owns, at the time of the determination, stock possessing \nfifty percent (50%) or more of the total combined voting power of all classes \nof stock in one of the other corporations in such chain.\n\n\n                                       A-4\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-38357","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\/38357","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=38357"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38357"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38357"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38357"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}