EXHIBIT (d)(1)
INFOSPACE, INC. RESTATED 1996 FLEXIBLE STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION LETTER AGREEMENT
TO: ________________ ("Optionee").
This Agreement is made as of ________________ , 200_.
We are pleased to inform you that you have been selected by the Company to
receive a stock option (the "Option") to purchase shares (the "Option Shares")
of the Company's Common Stock under the Company's Restated 1996 Flexible Stock
Incentive Plan (the "Plan").
The terms of the Option are as set forth in this Agreement and in the Plan.
The Plan is incorporated by reference into this Agreement, which means that
this Agreement is limited by and subject to the express terms and provisions of
the Plan. Capitalized terms that are not defined in this Agreement have the
meanings given to them in the Plan.
The most important terms of the Option are summarized as follows:
1. Grant Date:
2. Number of Shares:
3. Exercise Price: $_____ per share
4. Expiration Date:
5. Vesting Commencement Date:
6. Type of Option: Nonqualified stock option ("NSO")
7. The Option shall vest as follows: 25% of the Number of Shares vests on the
Grant Date. The remaining 75% of the Number of Shares vests on the
__________ day of each month hereafter until __________, subject to the
provisions below.
8. Exercisability: Any portion of the option that is not exercised shall
accumulate and may be exercised at any time during the Option Period prior to
the Termination Date. No partial exercise of this option may be for less than
5% of the total number of shares of Stock then available under this option. In
no event shall the Company be required to issue fractional shares.
9. Termination of Option: The unvested portion of the Option will
terminate automatically and without further notice immediately upon termination
(voluntary or involuntary) of your employment or service relationship with the
Company. The vested portion of the Option will terminate automatically and
without further notice on the earliest of the dates set forth below:
(a) three months after termination of your employment or service
relationship with the Company for any reason other than disability (as defined
below) or death;
(b) one year after termination of your employment or service
relationship with the Company by reason of disability or death;
(c) ten days after termination of your employment with the Company for
cause (as defined below); or
(d) the Expiration Date.
It is your responsibility to be aware of the date your option terminates.
The term "disability" means a mental or physical impairment that is expected
to result in death or that has lasted or is expected to last for a continuous
period of 12 months or more and that causes you to be unable, in the opinion of
the Company, to perform your duties for the Company or an Affiliate and to be
engaged in any substantial gainful activity.
The term "cause" means dishonesty, fraud, misconduct, unauthorized use or
disclosure of confidential information or trade secrets, or conviction or
confession of a crime punishable by law (except minor violations), in each case
as determined by the Plan Administrator, and its determination will be
conclusive and binding.
10. Leave of Absence: The effect of a Company-approved leave of absence on
the terms and conditions of the Option will be determined by the Plan
Administrator and subject to applicable laws. Unless otherwise provided by the
Plan Administrator, options will cease vesting during the time an optionee is
on a leave of absence, and such vesting will not resume until that date that
the optionee returns to work.
11. Method of Exercise: You may exercise the Option by giving written
notice to the Company, in form and substance satisfactory to the Company, which
will state the election to exercise the Option and the number of shares of
Common Stock for which you are exercising the Option. The written notice must
be accompanied by full payment of the exercise price for the number of shares
of Common Stock you are purchasing.
12. Form of Payment: You may pay the Option exercise price, in whole or in
part, in cash, by check or, unless the Plan Administrator determines otherwise,
by (a) delivery of a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company the
amount of sale or loan proceeds necessary to pay the exercise price, or (b)
such other consideration as the Plan Administrator may permit.
13. Withholding Taxes: As a condition to the exercise of any portion of
the Option that is treated as a nonqualified stock option, you must make such
arrangements as the Company may require for the satisfaction of any federal,
state or local withholding tax obligations that may arise in connection with
such exercise. The Company has the right to retain without notice sufficient
shares of Common Stock to satisfy the withholding obligation. Unless the Plan
Administrator determines otherwise, you may satisfy the withholding obligation
by electing to have the Company withhold from the shares to be issued upon
exercise that number of shares having a fair market value equal to the amount
required to be withheld.
14. Limited Transferability: During your lifetime only you can exercise
the Option. The Option is not transferable except by will or by the applicable
laws of descent and distribution. The Plan provides for exercise of the Option
by the personal representative of your estate or the beneficiary thereof
following your death.
15. Registration: At the present time, the Company has an effective
registration statement with respect to the Option Shares. The Company intends
to maintain this registration but has no obligation to do so. In the event that
such registration is no longer effective, you will not be able to exercise the
Option unless exemptions from registration under federal and state securities
laws are available; such exemptions from registration are very limited and
might be unavailable.
16. Successors: This Agreement will inure to the benefit of the successors
and assigns of the Company and be binding upon you and your heirs, executors,
administrators, successors and assigns.
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17. No Stockholder Rights: Neither Optionee nor any person entitled to
exercise Optionee's rights in the event of his death shall have any of the
rights of a stockholder with respect to the shares of Stock subject to this
option except to the extent the certificates for such shares shall have been
issued upon the exercise of this option.
18. Notice: Any notice required to be given under the terms of this
Agreement shall be addressed to the Company in care of its Secretary at the
Office of the Company, 000--000/xx /Xxx. XX, Xxxxx 0000, Xxxxxxxx, XX 00000 and
any notice to be given to Optionee shall be addressed to Optionee at the
address given beneath Optionee's signature to this Agreement, or such other
address as either part to this Agreement may hereafter designate in writing to
the other. Any such notice shall be deemed to have been duly given when
enclosed in a properly sealed envelope or wrapper addressed as aforesaid,
registered or certified and deposited (postage or registration or certification
fee prepaid) in a post office or branch post office regularly maintained by the
United States.
19. Plan Administrator Decisions Conclusive: All decisions of the Plan
Administrator upon any questions arising under the Plan or under this Agreement
shall be conclusive.
20. Washington Law: The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of Washington.
IN WITNESS WHEREOF, the Company and Optionee have executed this Agreement as
of the day and year first above written. Optionee hereby accepts the
nonqualified stock option described above and acknowledges receipt of a copy of
this Agreement and the Plan.
Please execute the following Acceptance and Acknowledgment and return it to
the undersigned.
Very truly yours,
INFOSPACE, INC.
By: Xxxxxx Xxxx
Xxxxxx Xxxx
Chairman
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ACCEPTANCE AND ACKNOWLEDGMENT
I, ______________, a resident of the state/province of ______________,
accept the nonqualified stock option described in this Agreement and in the
Plan, and acknowledge receipt of a copy of this Agreement and a copy of the
Plan. I have read and understand the Plan.
Dated: ____________________
_________________________________ ___________________________________
SSN or Taxpayer I.D. Number Signature of Optionee
Address____________________________
___________________________________
___________________________________
Home Phone Number (____) __________
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