{"id":38429,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2001-nonstatutory-stock-option-plan-infospace-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2001-nonstatutory-stock-option-plan-infospace-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2001-nonstatutory-stock-option-plan-infospace-inc.html","title":{"rendered":"2001 Nonstatutory Stock Option Plan – InfoSpace Inc."},"content":{"rendered":"\n INFOSPACE, INC. 2001 NONSTATUTORY STOCK OPTION PLAN\n (as amended and restated effective October 19, 2001)\n\n\n\n\n\n\n INFOSPACE, INC.\n\n 2001 NONSTATUTORY STOCK OPTION PLAN\n\n (As Amended and Restated Effective as of October 19, 2001)\n\n The following constitutes the provisions of the InfoSpace, Inc. 2001\nNonstatutory Stock Option Plan, as amended and restated effective as of October\n19, 2001.\n\n (1) Purposes of the Plan. The purposes of the Plan are:\n\n . to attract and retain the best available personnel for positions of\n substantial responsibility,\n\n . to provide additional incentive to Employees and Consultants, and\n\n . to promote the success of the Company's business.\n\n Options granted under the Plan will be Nonstatutory Stock Options.\nRestricted Stock may also be granted under the Plan.\n\n (2) Definitions. As used herein, the following definitions shall apply:\n\n a) \"Administrator\" means the Board or any of its Committees as shall be\nadministering the Plan, in accordance with Section 4 of the Plan.\n\n b) \"Applicable Laws\" means the requirements relating to the\nadministration of stock option plans under U.S. state corporate laws, U.S.\nfederal and state securities laws, the Code, any stock exchange or quotation\nsystem on which the Common Stock is listed or quoted and the applicable laws of\nany foreign country or jurisdiction where Options or Restricted Stock, or will\nbe, granted under the Plan.\n\n c) \"Award\" means, individually or collectively, a grant under the Plan\nof Nonstatutory Stock Options or Restricted Stock.\n\n d) \"Award Agreement\" means the written agreement setting forth the terms\nand provisions applicable to each Award granted under the Plan.\n\n e) \"Board\" means the Board of Directors of the Company.\n\n f) \"Code\" means the Internal Revenue Code of 1986, as amended.\n\n g) \"Committee\" means a committee of Directors appointed by the Board in\naccordance with Section 4 of the Plan.\n\n h) \"Common Stock\" means the common stock of the Company.\n\n i) \"Company\" means InfoSpace, Inc., a Delaware corporation.\n\n j) \"Consultant\" means any natural person, including an advisor, engaged\nby the Company or a Parent or Subsidiary to render services to such entity.\n\n k) \"Director\" means a member of the Board.\n\n l) \"Employee\" means any person employed by the Company or any Parent or\nSubsidiary of the Company. A Service Provider shall not cease to be an Employee\nin the case of (i) any leave of absence approved by the Company, or (ii)\ntransfers between locations of the Company or between the Company, its Parent,\nany Subsidiary, or any successor. Neither service as a Director nor payment of\na director's fee by the Company shall be sufficient to constitute \"employment\"\nby the Company.\n\n m) \"Exchange Act\" means the Securities Exchange Act of 1934, as amended.\n\n n) \"Exercise Price\" means the price at which a Share may be purchased by\na Participant pursuant to the exercise of an Option.\n\n\n\n o) \"Fair Market Value\" means, as of any date, the value of Common Stock\ndetermined as follows:\n\n (i) If the Common Stock is listed on any established stock exchange\nor a national market system, including without limitation the Nasdaq National\nMarket or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair\nMarket Value shall be the closing sales price for such stock as quoted on such\nexchange or system on the day of determination, as reported in The Wall Street\nJournal or such other source as the Administrator deems reliable, or if there\nwere no sales on such date, the closing sales price for such stock as quoted on\nsuch exchange or system on the last market trading day prior to the date of\ndetermination;\n\n (ii) If the Common Stock is regularly quoted by a recognized\nsecurities dealer but selling prices are not reported, the Fair Market Value of\na Share of Common Stock shall be the mean between the high bid and low asked\nprices for the Common Stock on the day of determination, as reported in The\nWall Street Journal or such other source as the Administrator deems reliable; or\n\n (iii) In the absence of an established market for the Common Stock,\nthe Fair Market Value shall be determined in good faith by the Administrator.\n\n p) \"Nonstatutory Stock Option\" means a stock option to purchase Shares\nthat is not intended to qualify as an incentive stock option within the meaning\nof Section 422 of the Code and the regulations promulgated thereunder.\n\n q) \"Option\" means a Nonstatutory Stock Option granted pursuant to the\nPlan.\n\n r) \"Optioned Stock\" means the Common Stock subject to an Option.\n\n s) \"Parent\" means a \"parent corporation,\" whether now or hereafter\nexisting, as defined in Section 424(e) of the Code.\n\n t) \"Participant\" means a Service Provider who has an outstanding Award.\n\n u) \"Period of Restriction\" means the period during which the transfer of\nShares of Restricted Stock are subject to restrictions and therefore, the\nShares are subject to a substantial risk of forfeiture. As provided in Section\n10, such restrictions may be based on the passage of time, the achievement of\ntarget levels of performance, or the occurrence of other events as determined\nby the Administrator, in its discretion.\n\n v) \"Plan\" means this 2001 Nonstatutory Stock Option Plan, as amended\nfrom time to time.\n\n w) \"Restricted Stock\" means shares of Common Stock granted to a\nParticipant pursuant to Section 10.\n\n x) \"Service Provider\" means an Employee or Consultant.\n\n y) \"Share\" means a share of the Common Stock, as adjusted in accordance\nwith Section 11 of the Plan.\n\n z) \"Subsidiary\" means a \"subsidiary corporation\", whether now or\nhereafter existing, as defined in Section 424(f) of the Code.\n\n (3) Stock Subject to the Plan. Subject to the provisions of Section 11 of\nthe Plan, the maximum aggregate number of Shares that are available for\nissuance under the Plan is 25,000,000 Shares. Such Shares may be authorized,\nbut unissued, or reacquired Common Stock.\n\n If an Award expires or becomes unexercisable without having been exercised\nin full, the unpurchased Shares which were subject thereto shall become\navailable for future grant or sale under the Plan (unless the Plan has\nterminated); provided, however, that Shares that have actually been issued\nunder the Plan, whether upon exercise of an Option or pursuant to a grant of\nRestricted Stock, shall not be returned to the Plan and shall not become\navailable for future distribution under the Plan, except that if Shares of\nRestricted Stock are repurchased by the Company at their original purchase\nprice, such Shares again shall become available for future grant or sale under\nthe Plan.\n\n (4) Administration of the Plan.\n\n a) Administration. The Plan shall be administered by (i) the Board, or\n(ii) a Committee, which committee shall be constituted to satisfy Applicable\nLaws.\n\n 2\n\n\n\n b) Powers of the Administrator. Subject to the provisions of the Plan,\nand in the case of a Committee, subject to the specific duties delegated by the\nBoard to such Committee, the Administrator shall have the authority, in its\ndiscretion:\n\n (i) to determine the Fair Market Value;\n\n (ii) to select the Service Providers to whom Awards may be granted\nhereunder;\n\n (iii) to determine the number of Shares to be covered by each Award\ngranted hereunder;\n\n (iv) to approve forms of agreement for use under the Plan;\n\n (v) to determine the terms and conditions, not inconsistent with the\nterms of the Plan or of any Award granted hereunder. Such terms and conditions\ninclude, but are not limited to, the Exercise Price of any Option, the time or\ntimes when Options may be exercised (which may be based on performance\ncriteria), any vesting acceleration or waiver of forfeiture restrictions, and\nany restriction or limitation regarding any Award or the Shares relating\nthereto, based in each case on such factors as the Administrator, in its sole\ndiscretion, shall determine;\n\n (vi) to reduce the Exercise Price of any Option to the then current\nFair Market Value if the Fair Market Value of the Optioned Stock shall have\ndeclined since the date the Option was granted;\n\n (vii) to construe and interpret the terms of the Plan and Awards\ngranted pursuant to the Plan;\n\n (viii) to prescribe, amend and rescind rules and regulations relating\nto the Plan, including rules and regulations relating to sub-plans established\nfor the purpose of satisfying applicable foreign laws;\n\n (ix) to modify or amend each Award (subject to Section 14(b) of the\nPlan), including the discretionary authority to extend the post-termination\nexercisability period of Options longer than is otherwise provided for in the\nPlan;\n\n (x) to allow Participants to satisfy withholding tax obligations by\nelecting to have the Company withhold from the Shares to be issued upon\nexercise of an Option or with respect to a grant of Restricted Stock that\nnumber of Shares having a Fair Market Value equal to the minimum amount\nrequired to be withheld. The Fair Market Value of the Shares to be withheld\nshall be determined on the date that the amount of tax to be withheld is to be\ndetermined. All elections by a Participant to have Shares withheld for this\npurpose shall be made in such form and under such conditions as the\nAdministrator may deem necessary or advisable;\n\n (xi) to authorize any person to execute on behalf of the Company any\ninstrument required to effect the grant of an Award previously granted by the\nAdministrator; and\n\n (xii) to make all other determinations deemed necessary or advisable\nfor administering the Plan.\n\n c) Effect of Administrator's Decision. The Administrator's decisions,\ndeterminations and interpretations shall be final and binding on all\nParticipants and any other holders of Awards.\n\n (5) Eligibility. Options and\/or Restricted Stock may be granted to Service\nProviders.\n\n (6) Limitations.\n\n a) Neither the Plan nor any Award shall confer upon a Participant any\nright with respect to continuing the Participant's relationship as a Service\nProvider, nor shall they interfere in any way with the Participant's right or\nthe Company's right to terminate such relationship at any time, with or without\ncause.\n\n b) The following limitations shall apply to grants of Options:\n\n (i) No Service Provider shall be granted, in any fiscal year of the\nCompany, Options to purchase more than 4,000,000 Shares.\n\n (ii) In connection with his or her initial service, a Service\nProvider may be granted Options to purchase up to an additional 4,000,000\nShares, which shall not count against the limit set forth in subsection (i)\nabove.\n\n 3\n\n\n\n (iii) The foregoing limitations shall be adjusted proportionately in\nconnection with any change in the Company's capitalization as described in\nSection 11.\n\n (iv) If an Option is cancelled in the same fiscal year of the Company\nin which it was granted (other than in connection with a transaction described\nin Section 11), the cancelled Option will be counted against the limits set\nforth in subsections (i) and (ii) above. For this purpose, if the exercise\nprice of an Option is reduced, the transaction will be treated as a\ncancellation of the Option and the grant of a new Option.\n\n (7) Term of Option. The term of each Option shall be determined by the Plan\nAdministrator and stated in the Award Agreement.\n\n (8) Option Exercise Price and Consideration.\n\n a) Exercise Price. The Exercise Price of the Shares to be issued\npursuant to the exercise of an Option shall be determined by the Administrator.\n\n b) Waiting Period and Exercise Dates. At the time an Option is granted,\nthe Administrator shall fix the period within which the Option may be exercised\nand shall determine any conditions that must be satisfied before the Option may\nbe exercised.\n\n c) Form of Consideration. The Administrator shall determine the\nacceptable form of consideration for exercising an Option, including the method\nof payment. Such consideration may consist entirely of:\n\n (i) cash;\n\n (ii) check;\n\n (iii) promissory note;\n\n (iv) other Shares which, in the case of Shares acquired directly or\nindirectly from the Company, (A) have been owned by the Participant for more\nthan six (6) months (or any shorter period necessary for the Company to avoid a\ncharge to its earnings for financial reporting purposes) on the date of\nsurrender, and (B) have a Fair Market Value on the date of surrender equal to\nthe aggregate Exercise Price of the Shares as to which said Option shall be\nexercised;\n\n (v) consideration received by the Company under a cashless exercise\nprogram implemented by the Company in connection with the Plan;\n\n (vi) such other consideration and method of payment for the issuance\nof Shares to the extent permitted by Applicable Laws; or\n\n (vii) any combination of the foregoing methods of payment.\n\n d) Grant of Reload Options. The Plan Administrator may provide in an\nAward Agreement that a Participant who exercises all or part of an Option by\npayment of the Exercise Price with already-owned Shares, shall be granted an\nadditional option (a \"Reload Option\") for a number of shares of stock equal to\nthe number of Shares tendered to exercise the previously granted Option. As\ndetermined by the Administrator, each Reload Option shall (a) have a grant date\nwhich is the date as of which the previously granted Option is exercised, and\n(b) be exercisable on the same terms and conditions as the previously granted\nOption, except that the Exercise Price shall be determined as of the grant date.\n\n (9) Exercise of Option. Any Option granted hereunder shall be exercisable\naccording to the terms of the Plan and at such times and under such conditions\nas determined by the Administrator and set forth in the Award Agreement. Unless\nthe Administrator provides otherwise, vesting of Options granted hereunder\nshall be suspended during any unpaid leave of absence. An Option may not be\nexercised for a fraction of a Share.\n\n An Option shall be deemed exercised when the Company receives: (i) written\nor electronic notice of exercise (in accordance with the terms of the terms of\nthe Award Agreement) from the person entitled to exercise\n\n 4\n\n\n\nthe Option, and (ii) full payment of the aggregate Exercise Price of the Shares\nwith respect to which the Option is exercised. Full payment may consist of any\nconsideration and method of payment authorized by the Administrator and\npermitted by the Award Agreement and the Plan. Shares issued upon exercise of\nan Option shall be issued in the name of the Participant or, if requested by\nthe Participant, in the name of the Participant and his or her spouse. Until\nthe Shares are issued (as evidenced by the appropriate entry on the books of\nthe Company or of a duly authorized transfer agent of the Company), no right to\nvote or receive dividends or any other rights as a stockholder shall exist with\nrespect to the Optioned Stock, notwithstanding the exercise of the Option. The\nCompany shall issue (or cause to be issued) such Shares promptly after the\nOption is exercised. No adjustment will be made for a dividend or other right\nfor which the record date is prior to the date the Shares are issued.\n\n Exercising an Option in any manner shall decrease the number of Shares\nthereafter available, both for purposes of the Plan and for sale under the\nOption, by the number of Shares as to which the Option is exercised.\n\n (10) Restricted Stock.\n\n a) Grant of Restricted Stock. Subject to the terms and provisions of the\nPlan, the Administrator, at any time and from time to time, may grant Shares of\nRestricted Stock to Service Providers in such amounts as the Administrator, in\nits sole discretion, shall determine. The Administrator, in its sole\ndiscretion, shall determine the number of such Shares to be granted to each\nParticipant.\n\n b) Restricted Stock Agreement. Each Award of Restricted Stock shall be\nevidenced by an Award Agreement that shall specify the Period of Restriction,\nthe number of Shares granted, any price to be paid for the Shares, and such\nother terms and conditions as the Administrator, in its sole discretion, shall\ndetermine. Unless the Administrator determines otherwise, Shares of Restricted\nStock shall be held by the Company as escrow agent until the restrictions on\nsuch Shares have lapsed.\n\n c) Transferability. Shares of Restricted Stock may not be sold,\ntransferred, pledged, assigned, or otherwise alienated or hypothecated until\nthe end of the applicable Period of Restriction.\n\n d) Other Restrictions. The Administrator, in its sole discretion, may\nset restrictions based upon the achievement of specific performance objectives\n(Company-wide, business unit or individual), applicable federal or state\nsecurities laws, or any other basis determined by the Administrator in its\ndiscretion.\n\n e) Legend on Certificates. The Administrator, in its discretion, may\nlegend the certificates representing Restricted Stock to give appropriate\nnotice of such restrictions. For example, the Administrator may determine that\nsome or all certificates representing Shares of Restricted Stock shall bear the\nfollowing legend:\n\n \"The sale or other transfer of the shares of stock represented by this\ncertificate, whether voluntary, involuntary, or by operation of law, is subject\nto certain restrictions on transfer as set forth in the InfoSpace, Inc. 2001\nNonstatutory Stock Option Plan, and in a Restricted Stock Agreement. A copy of\nthe Plan and such Restricted Stock Agreement may be obtained from the Secretary\nof InfoSpace, Inc.\"\n\n f) Removal of Restrictions. Shares of Restricted Stock covered by each\nRestricted Stock grant made under the Plan shall be released from escrow as\nsoon as practicable after the last day of the Period of Restriction. The\nAdministrator, in its discretion, may accelerate the time at which any\nrestrictions shall lapse, and remove any restrictions. After the restrictions\nhave lapsed, the Participant shall be entitled to have any legend or legends\nunder Section 10(e) removed from his or her Share certificate, and the Shares\nshall be freely transferable by the Participant.\n\n g) Voting Rights. During the Period of Restriction, Participants holding\nShares of Restricted Stock granted hereunder may exercise full voting rights\nwith respect to those Shares, unless otherwise provided in the Award Agreement.\n\n h) Dividends and Other Distributions. During the Period of Restriction,\nParticipants holding Shares of Restricted Stock shall be entitled to receive\nall dividends and other distributions paid with respect to such Shares unless\notherwise provided in the Award Agreement. If any such dividends or\ndistributions are paid in\n\n 5\n\n\n\nShares, the Shares shall be subject to the same restrictions on transferability\nand forfeitability as the Shares of Restricted Stock with respect to which they\nwere paid.\n\n i) Return of Restricted Stock to the Company. On the date set forth in\nthe Award Agreement, the Restricted Stock for which restrictions have not\nlapsed shall revert to the Company and again shall become available for grant\nunder the Plan.\n\n (11) Adjustments in Awards and Authorized Shares. In the event of any\nmerger, reorganization, consolidation, recapitalization, separation,\nliquidation, stock dividend, split-up, Share combination, or other change in\nthe corporate structure of the Company affecting the Shares, the Administrator\nshall adjust the number and class of Shares which may be delivered under the\nPlan, the number, class, and price of Shares subject to outstanding Awards, and\nthe numerical limits of Section 6(b)(i) and (ii), in such manner as the\nAdministrator (in its sole discretion) shall determine to be appropriate to\nprevent the dilution or diminution of such Awards.\n\n (12) Date of Grant. The date of grant of an Award shall be, for all\npurposes, the date on which the Administrator makes the determination granting\nsuch Award, or such other later date as is determined by the Administrator.\nNotice of the determination shall be provided to each Participant within a\nreasonable time after the date of such grant.\n\n (13) Tax Withholding.\n\n a) Withholding Requirements. Prior to the delivery of any Shares or cash\npursuant to an Award (or exercise thereof), the Company shall have the power\nand the right to deduct or withhold, or require a Participant to remit to the\nCompany, an amount sufficient to satisfy federal, state, and local taxes\n(including the Participant's FICA obligation) required to be withheld with\nrespect to such Award (or exercise thereof).\n\n b) Withholding Arrangements. The Administrator, in its sole discretion\nand pursuant to such procedures as it may specify from time to time, may permit\na Participant to satisfy such tax withholding obligation, in whole or in part\nby (a) electing to have the Company withhold otherwise deliverable Shares, or\n(b) delivering to the Company already-owned shares having a Fair Market Value\nequal to the amount required to be withheld. The amount of the withholding\nrequirement shall be deemed to include any amount which the Administrator\nagrees may be withheld at the time the election is made, not to exceed the\namount determined by using the minimum federal, state or local marginal income\ntax rates applicable to the Participant with respect to the Award on the date\nthat the amount of tax to be withheld is to be determined. The Fair Market\nValue of the Shares to be withheld or delivered shall be determined as of the\ndate that the taxes are required to be withheld.\n\n (14) Amendment and Termination of the Plan.\n\n a) Amendment and Termination. The Board may at any time amend, alter,\nsuspend or terminate the Plan.\n\n b) Effect of Amendment or Termination. No amendment, alteration,\nsuspension or termination of the Plan shall impair the rights of any\nParticipant without his or her consent, unless mutually agreed otherwise\nbetween the Participant and the Administrator, which agreement must be in\nwriting and signed by the Participant and the Company. Termination of the Plan\nshall not affect the Administrator's ability to exercise the powers granted to\nit hereunder with respect to Awards granted under the Plan prior to the date of\nsuch termination.\n\n (15) Conditions Upon Issuance of Shares.\n\n a) Legal Compliance. Shares shall not be issued pursuant to the exercise\nof an Option or grant of Restricted Stock unless the exercise of such Option\nand the issuance and delivery of such Shares shall comply with Applicable Laws\nand shall be further subject to the approval of counsel for the Company with\nrespect to such compliance.\n\n b) Investment Representations. As a condition to the exercise of an\nAward, the Company may require the person exercising such Award to represent\nand warrant at the time of any such exercise that the\n\n 6\n\n\n\nShares are being purchased only for investment and without any present\nintention to sell or distribute such Shares if, in the opinion of counsel for\nthe Company, such a representation is required.\n\n (16) Inability to Obtain Authority. The inability of the Company to obtain\nauthority from any regulatory body having jurisdiction, which authority is\ndeemed by the Company's counsel to be necessary to the lawful issuance and sale\nof any Shares hereunder, shall relieve the Company of any liability in respect\nof the failure to issue or sell such Shares as to which such requisite\nauthority shall not have been obtained.\n\n (17) Nontransferability of Awards. No Award granted under the Plan may be\nsold, transferred, pledged, assigned, or otherwise alienated or hypothecated,\nother than by will, by the laws of descent and distribution. All rights with\nrespect to an Award granted to a Participant shall be available during his or\nher lifetime only to the Participant.\n\n (18) Reservation of Shares. The Company, during the term of this Plan, will\nat all times reserve and keep available such number of Shares as shall be\nsufficient to satisfy the requirements of the Plan.\n\n 7\n\n\n\n EXECUTION\n\n IN WITNESS WHEREOF, InfoSpace, Inc., by its duly authorized officer, has\nexecuted the restated Plan on the date indicated below.\n\n<\/pre>\n
\n
\n INFOSPACE, INC.<\/p>\nDated: _____________________, 2001 By _______________________________
\n Title:
\n<\/c><\/s><\/table>\n
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