Common use of Date of Option Grant Clause in Contracts

Date of Option Grant. December 21, 2001 -------------------- Name of Optionee: William McGlashan, Jr. ----------------------- Opxxxxxx'x Xxxxxx Xxxxxxty Number: Number of Shares Covered by Option: 1,700,000 ----------------- Exercise Price per Share: $2.56 ------- Vesting Start Date: December 21, 2001 ------------------ BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH IS ALSO ENCLOSED. Optionee: /s/ William McGlashan ----------------------------------------------- (Signature) Company: /s/ David Hayden ----------------------------------------------- (Signature) Title: --------------------------------- Attachment CRITICAL PATH, INC. AMENDED AND RESTATED 1998 STOCK OPTION PLAN NONSTATUTORY STOCK OPTION AGREEMENT NONSTATUTORY STOCK OPTION This option is not intended to be an incentive stock option under section 422 of the Internal Revenue Code and will be interpreted accordingly. VESTING The Shares under this option will vest in accordance with the vesting schedule indicated below: NUMBER OF OPTIONS VESTING EVENT 1,700,000 Vesting in equal monthly installments from Vesting Start Date listed on the cover sheet to this Agreement, for a period of three (3) years from such Vesting Start Date subject to continued employment with the Company during that period and all other terms and conditions as described herein. Your option vesting will cease in the event that your employment and service as a Company director both terminate for any reason. Your option vesting will also cease upon your voluntary resignation of employment or upon a termination for Cause (as such terms are defined in your employment agreement with the Company). A leave of absence, regardless of the reason, shall be deemed to constitute the cessation of your employment unless the Company authorizes such leave, and you return within the time specified in such authorization. The above performance-based acceleration triggers will cease to be applicable upon your prior cessation of employment for any reason. The Compensation Committee of the Board of Directors must certify in writing that the performance goals have been satisfied before any Option vesting will be accelerated pursuant to attainment of performance goals. In the event of a Change in Control of the Company, 100% of your then-unvested Options (meaning 100% of your unvested Options that are otherwise scheduled to vest under (ii), and (iii) above on each vesting date had a Change in Control not occurred) shall become vested provided that you are employed by the Company on the date the negotiations or communications began (as determined by the Board in good faith) which lead to the Change in Control. For purposes of this Agreement, a "Change in Control" of the Company shall be defined as the occurrence of any one of the following:

Date of Option Grant. December 21May 8, 2001 -------------------- 2002 ----------------- Name of Optionee: William McGlashan, Jr. ----------------------- Opxxxxxx'x ------------------------------- Xxxxxxxx'x Xxxxxx Xxxxxxty Security Number: --------------- Number of Shares Covered by Option: 1,700,000 ----------------- 1,000,000 ------------------ Exercise Price per Share: $2.56 ------- 1.74 -------------- Vesting Start Date: December 21May 8, 2001 ------------------ 2002 -------------------- BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH IS ALSO ENCLOSED. Optionee: /s/ William McGlashan ----------------------------------------------- ______________________________________________________________________ (Signature) Company: /s/ David Hayden ----------------------------------------------- ______________________________________________________________________ (Signature) Title: --------------------------------- ________________________________________ Attachment CRITICAL PATH, INC. AMENDED AND RESTATED 1998 STOCK OPTION PLAN NONSTATUTORY STOCK OPTION AGREEMENT NONSTATUTORY STOCK OPTION This option is not intended to be an incentive stock OPTION option under section 422 of the Internal Revenue Code and will be interpreted accordingly. VESTING The option is immediately exercisable. The Shares under this option will vest in accordance with the vesting schedule indicated below: NUMBER OF OPTIONS VESTING EVENT 1,700,000 1,000,000 Vesting in equal monthly installments from one-third of the Shares under this option on the first anniversary of the Vesting Start Date listed on the cover sheet to this Agreement, Agreement and vesting thereafter in equal quarterly installments from the first anniversary of the Vesting Start Date for a period of three two (32) years from such Vesting Start Date subject to continued employment with the Company during that period and all other terms and conditions as described herein. Shares that are not yet vested under this Agreement are referred to as Restricted Shares. Your option vesting will cease in the event that your employment and service as a Company director both terminate for any reason. Your option vesting will also cease upon your voluntary resignation of employment or upon a termination for Cause (as such terms are defined in your employment agreement with the Company). A leave of absence, regardless of the reason, shall be deemed to constitute the cessation of Repurchase Right If your employment unless the and service as a Company authorizes such leave, and you return within the time specified in such authorization. The above performance-based acceleration triggers will cease to be applicable upon your prior cessation of employment director both terminate for any reason, then your Shares will be automatically repurchased by the Company to the extent that they have not vested before the termination date and do not vest as a result of the termination. This means that the Restricted Shares will immediately revert to the Company. You will receive a payment for Restricted Shares that are repurchased equal to the price you paid per share. The Compensation Committee Company determines when your employment or service terminates for purposes of computing your vested Shares and the Board date of Directors must certify in writing that the performance goals have been satisfied before any Option vesting will be accelerated pursuant to attainment of performance goalsrepurchase. In the event of a Change in Control of the Company, 100% of your then-unvested Options Option Shares (meaning 100% of your unvested Options Option Shares that are otherwise scheduled to vest under (ii), and (iii) above on each vesting date had a Change in Control not occurred) shall become vested provided that you are employed by the Company on the date the negotiations or communications began (as determined by the Board in good faith) which lead to the Change in Control. For purposes of this Agreement, a "Change in Control" of the Company shall be defined as the occurrence of any one of the following:

Date of Option Grant. December 21, 2001 -------------------- Name of Optionee: William McGlashan, Jr. ----------------------- Opxxxxxx'x Xxxxxx Xxxxxxty ------------------------------------------- Optionee's Social Security Number: ------------------------------------------- Number of Shares of Common Stock Covered by Option: 1,700,000 ----------------- ------------------------------------------- Exercise Price per Share: $2.56 ------- ------------------------------------------- Vesting Start Date: December 21------------------------------------------- Vesting Schedule: Subject to the terms set forth in the attached Agreement, 2001 ------------------ BY SIGNING THIS COVER SHEETyour right to exercise this option vests monthly beginning on the Vesting Start Date, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLANas shown above; provided, A COPY OF WHICH IS ALSO ENCLOSEDhowever, no portion of this option may be exercised prior to the expiration of 90 days from the Date of Grant, as shown on this cover sheet. The number of Shares which may be purchased under this option by you at the Purchase Price shall be equal to the difference between (i) the product (rounded to the nearest integer) of the number of full months of your continuous employment with the Company (including all days of any approved leaves of absence) from the Vesting Starting Date times the number of Shares covered by this option times .020833333333, minus (ii) the number of Shares purchased pursuant to this Option prior to such exercise. The resulting number of Shares will be rounded to the nearest whole number. No additional Shares will vest after your Company service has terminated for any reason. By signing this cover sheet, you agree to all of the terms and conditions described in the attached Agreement and in the Plan, a copy of which is also enclosed. Optionee: /s/ William McGlashan ----------------------------------------------- ---------------------------------------------------------------------- (Signature) Company: /s/ David Hayden ----------------------------------------------- ---------------------------------------------------------------------- (Signature) ---------------------------------------------------------------------- (Title: --------------------------------- ) Attachment CRITICAL PATHTHE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED VIVID PUBLISHING, INC. AMENDED AND RESTATED 1998 1996 STOCK OPTION PLAN NONSTATUTORY INCENTIVE STOCK OPTION AGREEMENT NONSTATUTORY STOCK OPTION Incentive Stock Option This option is not intended to be an incentive stock option under section 422 of the Internal Revenue Code and will be interpreted accordingly. VESTING The Shares under Vesting Your right to exercise this option will vest in accordance with vests according to the vesting schedule indicated below: NUMBER OF OPTIONS VESTING EVENT 1,700,000 Vesting in equal monthly installments from Vesting Start Date listed on the cover sheet sheet. Notwithstanding anything to the contrary in this Agreement, for a period the vesting of three (3) years from such Vesting Start Date subject to continued employment with this option is conditioned upon the Company during that period and all other terms and conditions as described herein. Your option vesting will cease obtaining a written waiver from the Leap Group ("Leap") of any anti-dilution provisions in Leap's favor set forth in the event that your employment and service as a Company director both terminate for any reason. Your option vesting will also cease upon your voluntary resignation of employment or upon a termination for Cause (as such terms are defined in your employment agreement with the Company). A leave of absence, regardless promissory note of the reasonCompany issued to Leap on February 8, shall 1997, which provisions might otherwise be deemed to constitute the cessation of your employment unless the Company authorizes such leave, and you return within the time specified in such authorization. The above performance-based acceleration triggers will cease to be applicable upon your prior cessation of employment for any reason. The Compensation Committee of the Board of Directors must certify in writing that the performance goals have been satisfied before any Option vesting will be accelerated pursuant to attainment of performance goalstriggered by this option. In the event that Xxxx refuses in writing to provide such waiver, or otherwise attempts to assert such anti-dilution rights, this option will automatically and immediately become rescinded, null and void. Term Your option will expire in any event at the close of a Change in Control business at Company headquarters on the day before the 10th anniversary of the CompanyDate of Grant, 100% of your then-unvested Options (meaning 100% of your unvested Options that are otherwise scheduled to vest under (ii), and (iii) above on each vesting date had a Change in Control not occurred) shall become vested provided that you are employed by the Company as shown on the date the negotiations or communications began cover sheet. (It will expire earlier if your Company service terminates, as determined by the Board in good faith) which lead to the Change in Control. For purposes of this Agreement, a "Change in Control" of the Company shall be defined as the occurrence of any one of the following:described below.)

Date of Option Grant. December 21, 2001 -------------------- Name of Optionee: William McGlashan, Jr. ----------------------- Opxxxxxx'x Xxxxxx Xxxxxxty -------------------------------------- Optionee's Social Security Number: -------------------------------------- Number of Shares of Common Stock Covered by Option: 1,700,000 ----------------- -------------------------------------- Exercise Price per Share: $2.56 ------- $ -------------------------------------- Vesting Start Date: December 21-------------------------------------- By signing this cover sheet, 2001 ------------------ BY SIGNING THIS COVER SHEETyou agree to all of the terms and conditions described in the attached Agreement and in the Plan, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH IS ALSO ENCLOSEDa copy of which is also enclosed. Optionee: /s/ William McGlashan ----------------------------------------------- --------------------------------------------------------------- (Signature) Company: /s/ David Hayden ----------------------------------------------- --------------------------------------------------------------- (Signature) -1- Title: --------------------------------- ----------------------------------------------------------- Attachment CRITICAL PATH---------- THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED. VIVID PUBLISHING, INC. AMENDED AND RESTATED 1998 1997 STOCK OPTION PLAN NONSTATUTORY INCENTIVE STOCK OPTION AGREEMENT NONSTATUTORY STOCK OPTION (Four Year Vesting with 90-Day Cliff) Incentive Stock Option This option is not intended to be an incentive stock option under section 422 of the Internal Revenue Code and will be interpreted accordingly. VESTING Vesting Your right to exercise this option vests monthly beginning on the Vesting Start Date, as shown on the cover sheet, provided, however, no portion of this option may be exercised prior to the expiration of ninety (90 days) from the Date of Grant, as shown on the cover sheet. The number of Shares which may be purchased under this option will vest in accordance with by you at the vesting schedule indicated below: NUMBER OF OPTIONS VESTING EVENT 1,700,000 Vesting in Purchase Price shall be equal monthly installments from Vesting Start Date listed on to the cover sheet difference between (i) the product (rounded to this Agreement, for a period the nearest integer) of three (3) years from such Vesting Start Date subject to continued the number of full months of your continuous employment with the Company during that period and (including all other terms and conditions as described hereindays of any approved leaves of absence) from the Vesting Starting Date times the number of Shares covered by this option times .02083333, minus (ii) the number of Shares purchased pursuant to this Option prior to such exercise. Your option vesting The resulting number of Shares will cease in be rounded to the event that nearest whole number. No additional Shares will vest after your employment and Company service as a Company director both terminate has terminated for any reason. Your Notwithstanding anything to the contrary in this Agreement, the vesting of this option vesting will also cease is conditioned upon your voluntary resignation the Company obtaining a written waiver from the Leap Group ("Leap") of employment or upon a termination for Cause (as such terms are defined any anti-dilution provisions in your employment agreement with Leap's favor set forth in the Company). A leave of absence, regardless promissory note of the reasonCompany issued to Leap on February 8, shall 1997, which provisions might otherwise be deemed to constitute the cessation of your employment unless the Company authorizes such leave, and you return within the time specified in such authorization. The above performance-based acceleration triggers will cease to be applicable upon your prior cessation of employment for any reason. The Compensation Committee of the Board of Directors must certify in writing that the performance goals have been satisfied before any Option vesting will be accelerated pursuant to attainment of performance goalstriggered by this option. In the event that Leap refuses in writing to provide such waiver, or otherwise attempts to assert such anti- dilution rights, this option will automatically and immediately become rescinded, null and void. Term Your option will expire in any event at the close of a Change in Control business at Company headquarters on the day before the 10th anniversary of the CompanyDate of Grant, 100% as shown on the cover sheet. (It will expire earlier if your Company service terminates, as described below.) Regular Termination If your service as an employee of the Company (or any subsidiary) terminates for any reason except death or Disability, then your then-unvested Options option will expire at the close of business at Company headquarters on the 90th day after your termination date. Death If you die as an employee of the Company (meaning 100% of your unvested Options that are otherwise scheduled to vest under (iior any subsidiary), and (iii) above on each vesting date had a Change in Control not occurred) shall become vested provided that you are employed by then your option will expire at the close of business at Company headquarters on the date 6 months after the negotiations date of death. During that 6-month period, your estate or communications began (heirs may exercise the vested portion of your option. Disability If your service as determined by the Board in good faith) which lead to the Change in Control. For purposes of this Agreement, a "Change in Control" an employee of the Company shall be defined as (or any subsidiary) terminates because of your Disability, then your option will expire at the occurrence close of any one of business at Company headquarters on the following:date 6 months after your termination date.