EXHIBIT 10.11
VICINITY CORPORATION
AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENTS
In connection with the grant to Xxxxx Xxxxx ("Optionee") of an
Incentive Stock Option to purchase 240,000 shares of Common Stock (the "Shares")
of Vicinity Corporation, a California corporation (the "Company"), as evidenced
by those Incentive Stock Option Agreements dated August 1, 1996, November 25,
1996, October 15, 1997 and April 15, 1998 (the "Option Agreements"), the Company
and Optionee hereby agree to amend the Option Agreements as follows:
(i) The section entitled "Vesting Schedule", on page one of the Option
Agreements, is hereby amended to add the following new paragraph
at the end of this section:
"In the event the Company enters into a transaction or series of
related transactions in which (i) the Company consolidates or merges with any
other corporation or business entity, after which the holders of the Company's
outstanding shares immediately before such consolidation or merger do not,
immediately after such consolidation or merger, retain stock or other equity
interests representing a majority of the voting power of the surviving
corporation or business entity or (ii) all or substantially all of the assets or
capital stock of the Company are sold, then a number of Shares subject to this
Option shall immediately vest and/or be released from the Company's repurchase
option, as set forth in the Restricted Stock Purchase Agreement ("Accelerated
Vesting"), such that the total number of Shares vested and/or released from the
Company's repurchase option granted to Optionee under this Agreement or other
Stock Option Agreements in the past or future equals 125,000 shares (as adjusted
for any combinations, splits, and the like with respect to such shares). For
the purposes of such Accelerated Vesting, earlier granted Options shall be
subject to Accelerated Vesting before later granted Options. In the event such
Accelerated Vesting affects pooling or affects the Company's ability to enter
into a transaction described in (i) or (ii) above, then the Options subject to
Accelerated Vesting shall not vest and/or be released from the Company's
repurchase option; and in such event, Optionee shall receive a cash bonus equal
to the market price of a Share upon the closing of a transaction set forth in
(i) or (ii) above minus the exercise price of an Option multiplied by the number
of Shares that would have been subject to Accelerated Vesting (Bonus = (Market
Price - Exercise Price) * Number of Shares). In the event a cash bonus is paid
to Optionee, the number of Options granted to Optionee under all Stock Option
Agreements shall be reduced by a number equal the number of Shares used to
calculate the cash bonus. All remaining Options shall be subject to the terms
and conditions of the applicable Stock Option Plan. In the event the Company
enters into a transaction set forth in (i) or (ii) above, Optionee shall have
the right to elect either the Accelerated Vesting set forth in this paragraph or
accelerated vesting under any similar provisions set forth in the applicable
Stock Option Plan."
(ii) All other terms, conditions and representations in the Option
Agreements shall remain unaltered by this Amendment.
IN WITNESS WHEREOF, the undersigned parties have executed this
Amendment to Incentive Stock Option Agreements effective as of August 19, 1998.
VICINITY CORPORATION
a California corporation
By: /s/ Xxxxx Xxxxx
___________________________
Title: ________________________
_______________________________
Xxxxx Xxxxx
