{"id":38367,"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-stock-option-plan-for-non-employee-directors-cmgi-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-stock-option-plan-for-non-employee-directors-cmgi-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-stock-option-plan-for-non-employee-directors-cmgi-inc.html","title":{"rendered":"1999 Stock Option Plan For Non-Employee Directors &#8211; CMGI Inc."},"content":{"rendered":"<pre>\n                                  CMGI, INC.\n\n                  Amended And Restated 1999 Stock Option Plan\n                          For Non-Employee Directors\n\n                            As Amended And Restated\n                  By The Board Of Directors On April 6, 2001\n\n\n1.   Purpose.\n     ------- \n\nThe purpose of this 1999 Stock Option Plan for Non-Employee Directors \n(the \"Plan\") of CMGI, Inc. (the \"Company\") is to encourage ownership \nin the Company by non-employee directors of the Company whose continued \nservices are considered essential to the Company's future progress and \nto provide them with a further incentive to remain as directors of the \nCompany.\n\n2.   Administration.\n     -------------- \n\nThe Board of Directors (the \"Board\") shall supervise and administer the\nPlan.  All questions concerning interpretation of the Plan or any \noptions granted under it shall be resolved by the Board of Directors \nand such resolution shall be final and binding upon all persons having \nan interest in the Plan.  The Board of Directors may, to the full \nextent permitted by or consistent with applicable laws or regulations, \ndelegate any or all of its powers under the Plan to a committee \nappointed by the Board of Directors, and if a committee is so appointed, \nall references to the Board of Directors in the Plan shall mean and\nrelate to such committee.\n\n3.   Eligibility.\n     ----------- \n\nThere shall be eligible to receive options under the Plan each director of\nthe Company who:  (i) is not an employee of the Company or any of its\nsubsidiaries or affiliates, or (ii) unless otherwise determined by the \nBoard, is not an affiliate (as such term is defined in Rule 144(a)(1) \npromulgated under the Securities Act of 1933), employee, representative, \nor designee of an institutional or corporate investor in the Company \n(an \"Affiliated Director\").\n\n4.   Stock Subject to the Plan.\n     ------------------------- \n\n(a)  A total of 2,000,000 shares of the Company's Common Stock, par \nvalue $.01 per share (\"Common Stock\") may be issued under the Plan \n(as adjusted through April 6, 2001), subject to adjustment as provided \nin Section 7.\n\n(b)  All options granted under the Plan shall be non-statutory options \nnot entitled to special tax treatment under Section 422 of the Internal \nRevenue Code of 1986, as amended.\n\n \n5.   Terms, Conditions and Form of Options.\n     ------------------------------------- \n\nEach option granted under the Plan shall be evidenced by a written\nagreement in such form as the Board of Directors shall from time to time\napprove, which agreements shall comply with and be subject to the following\nterms and conditions:\n\n(a)  (i)    Initial Grants.  Each eligible director who is elected for the\n                 --------------                                                \nfirst time to the Board of Directors of the Company after this Plan is adopted\nby the Board of Directors shall be granted, upon the date of such initial\nelection, an option to acquire 200,000 shares of Common Stock under the Plan\n(the \"Initial Option\") (as adjusted through April 6, 2001), provided that if\nsuch initial election occurs prior to the approval of the Plan by the\nstockholders of the Company, such option may, at the discretion of the Board, be\ngranted on the date of such approval.  Each Affiliated Director who ceases to be\nan Affiliated Director and is not otherwise an employee of the Company or any of\nits subsidiaries or affiliates shall be granted, on the date such director\nceases to be an Affiliated Director but remains as a member of the Board or\nDirectors, an Initial Option to acquire 200,000 shares of Common Stock under the\nPlan (as adjusted through April 6, 2001).\n\n          (ii)   Annual Grants.  On the first anniversary of the grant of the\n                 -------------                                               \nInitial Option to an eligible director, and on each subsequent anniversary\nthereof, the Company shall grant to such eligible director an option to purchase\n24,000 shares of Common Stock (an \"Annual Option\") (as adjusted through April 6,\n2001), provided that such eligible director serves as a member of the Board on\nthe applicable anniversary date.  In addition, for any eligible director who has\nreceived an option under the 1995 Stock Option Plan for Non-Employee Directors\n(the \"1995 Plan\") upon his first becoming elected to the Board, the Company\nshall, on the later of (i) the second anniversary of the date on which the\noption was granted under the 1995 Plan and (ii) the date of approval of the Plan\nby the stockholders of the Company, and on each subsequent anniversary date\nthereof, grant to such eligible director an Annual Option, provided that such\neligible director serves as a member of the Board on the applicable anniversary\ndate.\n\n          (iii)  Additional Shares.  The Board may, in its discretion, increase\n                 -----------------                                             \nto up to 200,000 (as adjusted through April 6, 2001) the aggregate number of\nshares of Common Stock that may be subject to an Initial Option and\/or Annual\nOptions covering any vesting period of up to 48 months that may be granted to an\neligible director after the date of such increase, provided that the maximum\nnumber of shares of Common Stock that may vest in any 48 month period shall not\nexceed 200,000 (as adjusted through April 6, 2001).\n\n     (b)  Option Exercise Price.  The option exercise price per share for each \n          ---------------------           \noption granted under the Plan shall equal (i) the closing price of the Common\nStock on any national securities exchange on which the Common Stock is listed,\n(ii) the closing price of the Common Stock on the Nasdaq National Market or\n(iii) the average of the closing bid and asked prices of the Common Stock in the\nover-the-counter market, whichever is applicable, on the date of grant. If no\nsales of Common Stock were made on the date of grant, the price of the Common\nStock shall be the reported price for the next preceding day on which sales were\nmade.\n\n     (c)  Transferability of Options.  Except as the Board may otherwise provide\n          --------------------------                                            \nin an option granted under the Plan, any option granted under the Plan to an\noptionee shall not be transferable by the optionee other than (i) by will or the\nlaws of descent and distribution, (ii) \n\n                                       2\n\n \npursuant to a qualified domestic relations order as defined by the Code or Title\nI of the Employee Retirement Income Security Act, or the rules thereunder, or\n(iii) to any child, stepchild, grandchild, parent, stepparent, grandparent,\nspouse, former spouse, sibling, mother-in-law, father-in-law, son-in-law,\ndaughter-in-law, brother-in-law, sister-in-law, niece, nephew or other person\nsharing the director's household (other than a parent or employee) (a \"Family\nMember\"), or any trust in which Family Members have more than 50% of the\nbeneficial interest, any foundation in which Family Members (or the optionee)\ncontrol the management of assets, and any other entity in which Family Members\n(or the optionee) have more than a 50% aggregate voting interest. References to\nan optionee, to the extent relevant in the context, shall include references to\nauthorized transferees.\n\n     (d)  Time and Manner of Exercise.\n          --------------------------- \n\n          (i)    Vesting.\n                 ------- \n\n                 (a)  Each Initial Option granted under the Plan shall vest and\nbecome exercisable as to 1\/36\/th\/ of the number of shares originally subject to\nthe option on each monthly anniversary date of the date of grant, provided that\nthe optionee serves as a director on such monthly anniversary date.\n\n                 (b)  Each Annual Option granted under the Plan to a director\nwho received an Initial Option under the Plan shall vest and become exercisable\nas to 1\/12\/th\/ of the number of shares originally subject to the option on each\nmonthly anniversary date of the date of grant commencing on the 37\/th\/ monthly\nanniversary date of the date of grant of such Annual Option; provided that the\noptionee serves as a director on such monthly anniversary date. The first Annual\nOption granted under the Plan to a director who previously received an option\nunder the 1995 Plan shall vest and become exercisable as to 1\/12\/th\/ of the\nnumber of shares originally subject to the option on each monthly anniversary\ndate of the date of grant, commencing the first month following the date the\noption granted under the 1995 Plan becomes fully exercisable; provided that the\noptionee serves as a director on such monthly anniversary date. Each subsequent\nAnnual Option granted under the Plan to a director who previously received an\noption under the 1995 Plan shall vest and become exercisable as to 1\/12\/th\/ of\nthe number of shares originally subject to the option on each monthly\nanniversary date of the date of grant, commencing the first month following the\ndate the Annual Option granted next prior to such option becomes fully\nexercisable; provided that the optionee serves as a director on such monthly\nanniversary date.\n\n          (ii)   Termination.  Except as otherwise provided in the applicable\n                 -----------                                                 \noption agreement, each option shall expire on the date ten years after the date\nof grant of such option (the \"Expiration Date\"), provided that if the optionee\nceases to serve as a director of the Company prior to such Expiration Date, each\noption shall remain exercisable thereafter and up to but not after the\nExpiration Date, but may be exercised only to the extent it was exercisable at\nthe time of the optionee's cessation of service as a director.\n\n          (iii)  Change in Control.  All outstanding options granted under the\n                 -----------------                                            \nPlan shall immediately become exercisable in full upon a Change in Control (as\ndefined in Section 8).\n\n                                       3\n\n \n          (iv)   Exercise Procedure.  An option may be exercised in whole or in\n                 ------------------                                            \npart, to the extent it is then exercisable, only by written notice to the\nCompany at its principal office accompanied by (i) payment in cash or by check\nof the full exercise price for the shares as to which it is exercised, (ii)\ndelivery of outstanding shares of Common Stock (which have been outstanding for\nat least six months) having a fair market value on the last business day\npreceding the date of exercise equal to the option exercise price, (iii) an\nirrevocable undertaking by a creditworthy broker to deliver promptly to the\nCompany sufficient funds to pay the exercise price or delivery of irrevocable\ninstructions to a creditworthy broker to deliver promptly to the Company cash or\na check sufficient to pay the exercise price, (iv) payment by such other means\nas may be approved by the Board, or (v) any combination of the foregoing.\n\n          (v)    Exercise by Representative Following Death of Director.  An\n                 ------------------------------------------------------     \noptionee, by written notice to the Company, may designate one or more persons\n(and from time to time change such designation), including his or her legal\nrepresentative, who, by reason of the optionee's death, shall acquire the right\nto exercise all or a portion of the option.  If the person or persons so\ndesignated wish to exercise any portion of the option, they must do so within\nthe term of the option as provided herein.  Any exercise by a representative\nshall be subject to the provisions of the Plan.\n\n          (vi)   Withholding Taxes.  An optionee shall pay to the Company, or \n                 -----------------           \nmake provisions satisfactory to the Company for payment of, any taxes required\nby law to be withheld upon any exercise of an option granted under the Plan, no\nlater than the date of the event creating such tax liability. In the Board's\ndiscretion, such tax obligation may be paid in whole or in part in shares of\nCommon Stock, including shares retained from the exercise of the option, valued\nat the then fair market value.\n\n6.   Limitation of Rights.\n     -------------------- \n\n     (a)  No Right to Continue as a Director.  Neither the Plan, nor the \n          ----------------------------------                  \ngranting of an option nor any other action taken pursuant to the Plan, shall\nconstitute or be evidence of any agreement or understanding, express or implied,\nthat the Company will retain the optionee as a director for any period of time.\n\n     (b)  No Stockholders' Rights for Options.  An optionee shall have no rights\n          -----------------------------------                                   \nas a stockholder with respect to the shares covered by his or her option until\nthe date of the issuance to him or her of a stock certificate therefor, and no\nadjustment will be made for dividends or other rights (except as provided in\nSection 7) for which the record date is prior to the date such certificate is\nissued.\n\n     (c)  Compliance with Securities Laws.  Each option shall be subject to the\n          -------------------------------                                      \nrequirement that if, at any time, counsel to the Company shall determine that\nthe listing, registration or qualification of the shares subject to such option\nupon any securities exchange or under any state or federal law, or the consent\nor approval of any governmental or regulatory body, or the disclosure of non-\npublic information or the satisfaction of any other condition is necessary as a\ncondition of, or in connection with, the issuance or purchase of shares\nthereunder, such option may not be exercised, in whole or in part, unless such\nlisting, registration, qualification, consent or approval, or satisfaction of\nsuch condition shall have been effected or obtained on conditions acceptable to\nthe Board of Directors.  Nothing herein shall be deemed to \n\n                                       4\n\n \nrequire the Company to apply for or to obtain such listing, registration or\nqualification, or to satisfy such condition.\n\n7.   Adjustment Provisions for Mergers, Recapitalizations and Related\n     ----------------------------------------------------------------\nTransactions.\n------------ \n\n     If, through or as a result of any merger, consolidation, reorganization,\nrecapitalization, reclassification, stock dividend, stock split, reverse stock\nsplit, or other similar transaction, (i) the outstanding shares of Common Stock\nare exchanged for a different number or kind of securities of the Company or of\nanother entity, or (ii) additional shares or new or different shares or other\nsecurities of the Company are distributed with respect to such shares of Common\nStock, the Board of Directors shall make an appropriate and proportionate\nadjustment in (v) the maximum number and kind of shares reserved for issuance\nunder the Plan, (w) the number and kind of shares subject to future grants of\nInitial Options and Annual Options, (x) the share limitation set forth in\nSection 5(a)(iii) hereof, (y) the number and kind of shares or other securities\nsubject to then outstanding options under the Plan, and (z) the price for each\nshare subject to any then outstanding options under the Plan (without changing\nthe aggregate purchase price for such options), to the end that each option\nshall be exercisable, for the same aggregate exercise price, for such securities\nas such optionholder would have held immediately following such event if he had\nexercised such option immediately prior to such event.  No fractional shares\nwill be issued under the Plan on account of any such adjustments.\n\n8.   Change in Control.\n     ----------------- \n\n     For purposes hereof, \"Change in Control\" means an event or occurrence set\nforth in any one or more of subsections (a) through (d) below (including an\nevent or occurrence that constitutes a Change in Control under one of such\nsubsections but is specifically exempted from another such subsection):\n\n     (a)  the acquisition by an individual, entity or group (within the meaning\nof Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as\namended (the \"Exchange Act\")) (a \"Person\") of beneficial ownership of any\ncapital stock of the Company if, after such acquisition, such Person\nbeneficially owns (within the meaning of Rule 13d-3 promulgated under the\nExchange Act) a majority or more of either (i) the then outstanding shares of\ncommon stock of the Company (the \"Outstanding Company Common Stock\") or (ii) the\ncombined voting power of the then outstanding securities of the Company entitled\nto vote generally in the election of directors (the \"Outstanding Company Voting\nSecurities\"); provided, however, that for purposes of this subsection (a), the\n              --------                                                        \nfollowing acquisitions shall not constitute a Change in Control: (i) any\nacquisition directly from the Company (excluding an acquisition pursuant to the\nexercise, conversion or exchange of any security exercisable for, convertible\ninto or exchangeable for common stock or voting securities of the Company,\nunless the Person exercising, converting or exchanging such security acquired\nsuch security directly from the Company or an underwriter or agent of the\nCompany), (ii) any acquisition by the Company, (iii) any acquisition by any\nemployee benefit plan (or related trust) sponsored or maintained by the Company\nor any corporation controlled by the Company, or (iv) any Business Combination\n(as defined below) excepted from subsection (c) of this Section 8 by the proviso\nset forth therein; or\n\n     (b)  such time as the Continuing Directors (as defined below) do not\nconstitute a majority of the Board (or, if applicable, the Board of Directors of\na successor corporation to the \n\n                                       5\n\n \nCompany), where the term \"Continuing Director\" means at any date a member of the\nBoard (i) who was a member of the Board on the date of adoption of this Plan or\n(ii) who was nominated or elected subsequent to such date by at least a majority\nof the directors who were Continuing Directors at the time of such nomination or\nelection or whose election to the Board was recommended or endorsed by at least\na majority of the directors who were Continuing Directors at the time of such\nnomination or election; provided, however, that there shall be excluded from\nthis clause (ii) any individual whose initial assumption of office occurred as a\nresult of an actual or threatened election contest with respect to the election\nor removal of directors or other actual or threatened solicitation of proxies or\nconsents, by or on behalf of a person other than the Board; or\n\n     (c)  the consummation of a merger, consolidation, reorganization,\nrecapitalization or statutory share exchange involving the Company or a sale or\nother disposition of all or substantially all of the assets of the Company (a\n\"Business Combination\"), provided, that no such Business Combination shall\nconstitute a Change in Control if, immediately following such Business\nCombination, all or substantially all of the individuals and entities who were\nthe beneficial owners of the Outstanding Company Common Stock and Outstanding\nCompany Voting Securities immediately prior to such Business Combination\nbeneficially own, directly or indirectly, at least a majority of the then\noutstanding shares of common stock and the combined voting power of the then\noutstanding securities entitled to vote generally in the election of directors,\nrespectively, of the resulting or acquiring corporation in such Business\nCombination (which shall include, without limitation, a corporation which as a\nresult of such transaction owns the Company or substantially all of the\nCompany's assets either directly or through one or more subsidiaries) in\nsubstantially the same proportions as their ownership, immediately prior to such\nBusiness Combination, of the Outstanding Company Common Stock and Outstanding\nCompany Voting Securities, respectively; or\n\n     (d)  approval by the stockholders of the Company of a complete liquidation\nor dissolution of the Company.\n\n9.   Termination and Amendment of the Plan.\n     ------------------------------------- \n\n     The Board of Directors may suspend or terminate the Plan or amend it in any\nrespect whatsoever.  In addition, the Board may, in its discretion, accelerate\nthe vesting of any option or options granted under the Plan.  Without limiting\nthe foregoing, if the Financial Accounting Standards Board implements changes to\nthe manner on which companies are required to account for grants of options to\ndirectors and the Board determines that grants of fully vested options to\ndirectors would have desirable accounting benefits to the Company, this Plan\nshall be amended to provide that, from and after such amendment: (i) the Initial\nOption shall cover 25,666 shares, (ii) Annual Options shall cover 6,666 shares,\n(iii) all such options shall be fully vested upon grant and (iv) all such\noptions shall have a five-year term and shall remain exercisable during the\nentire five-year term of the options.\n\n                                   * * * * *\n\n                                       6\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7128],"corporate_contracts_industries":[9417],"corporate_contracts_types":[9539,9543],"class_list":["post-38367","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cmgi-inc","corporate_contracts_industries-financial__holding","corporate_contracts_types-compensation","corporate_contracts_types-compensation__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38367","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=38367"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38367"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38367"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38367"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}