Exhibit 99.8
ADDENDUM
TO
STOCK ISSUANCE AGREEMENT
The following provisions are hereby incorporated into, and are
hereby made a part of, that certain Stock Issuance Agreement dated
__________________ (the "Issuance Agreement") by and between DoubleClick,
Inc. (the "Corporation") and ____________________ ("Participant") evidencing
the stock issuance on such date to Participant under the terms of the
Corporation's 1997 Stock Incentive Plan, and such provisions shall be
effective immediately. All capitalized terms in this Addendum, to the extent
not otherwise defined herein, shall have the meanings assigned to them in the
Issuance Agreement.
INVOLUNTARY TERMINATION FOLLOWING A
CHANGE IN CONTROL
1. To the extent the Repurchase Right is assigned to the
successor entity (or parent company) in connection with a Change in Control,
no accelerated vesting of the Purchased Shares shall occur upon such Change
in Control, and the Repurchase right shall continue to remain in full force
and effect in accordance with the provisions of the Issuance Agreement. The
Participant shall, over Participant's period of Service following the Change
in Control, continue to vest in the Purchased Shares in one or more
installments in accordance with the provisions of the Issuance Agreement.
However, immediately upon an Involuntary Termination of Participant's Service
within twelve (12) months following the Change in Control, the Repurchase
Right shall terminate automatically with respect to the Purchased Shares in
an amount equal to the number of Purchased Shares that would have become
vested during the twelve (12)-month period following the Involuntary
Termination in accordance with the Vesting Schedule indicated in the Issuance
Agreement if the Participant had remained in Service through that date.
2. For purposes of this Addendum the following definitions shall
be in effect:
(i) An INVOLUNTARY TERMINATION shall mean the termination
of Participant's Service by reason of:
(A) Participant's involuntary dismissal or discharge by
the Corporation for reasons other than Misconduct, or
(B) Participant's voluntary resignation following (A) a
change in Participant's position with the Corporation (or Parent or
Subsidiary employing Participant) which materially reduces
Participant's level of responsibility, (B) a reduction in
Participant's level of compensation (including base salary, fringe
benefits and target bonus under any corporate-performance based
bonus or incentive programs) by more
than fifteen percent (15%) or (C) a relocation of Participant's
place of employment by more than fifty (50) miles, provided and
only if such change, reduction or relocation is effected by the
Corporation without Participant's consent.
(ii) MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Participant, any unauthorized use or
disclosure by such person of confidential information or trade secrets
of the Corporation (or any Parent or Subsidiary), or any other
intentional misconduct by such person adversely affecting the business
or affairs of the Corporation (or any Parent or Subsidiary) in a
material manner. The foregoing definition shall not be deemed to be
inclusive of all the acts or omissions which the Corporation (or any
Parent or Subsidiary) may consider as grounds for the dismissal or
discharge of any Participant in the Service of the Corporation (or any
Parent or Subsidiary).
IN WITNESS WHEREOF, DoubleClick, Inc. has caused this Addendum to
be executed by its duly-authorized officer as of the Effective Date specified
below.
DOUBLECLICK, INC.
By: ______________________________________
Title: ___________________________________
EFFECTIVE DATE: ___________________, 199_
2.
