24/7 MEDIA, INC.
OPTION AGREEMENT
PURSUANT TO THE
24/7 MEDIA, INC.
1998 STOCK INCENTIVE PLAN
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AGREEMENT, dated as of March 25, 1998 by and between 24/7 Media, Inc. (the
"Company") and (the "Participant").
Preliminary Statement
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The Stock Option Committee of the Board of Directors of the Company (the
"Committee"), pursuant to the Company's 1998 Stock Incentive Plan, annexed
hereto as Exhibit A (the "Plan"), has authorized the granting to the
Participant, as an Eligible Employee, of an incentive stock option (the
"Option") to purchase the number of shares ("Shares") of the Company's common
stock, par value $.01 per share (the "Common Stock"), set forth below. The
parties hereto desire to enter into this Agreement in order to set forth the
terms of the Option.
Accordingly, the parties hereto agree as follows:
1. Tax Matters. The Option granted hereby is intended to qualify as an
"incentive stock option" under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
2. Grant of Option. Subject in all respects to the Plan and the terms and
conditions set forth herein and therein, the Participant is hereby granted the
Option to purchase from the Company up to Shares, at a price per Share of $1.00,
subject to adjustment in accordance with the Plan (the "Option Price").
3. Vesting. The Option is exercisable in installments as provided below,
which shall be cumulative. To the extent that the Option has become exercisable
with respect to a percentage of the Shares as provided below, the Option may
thereafter be exercised by the Participant, in whole or in part, at any time or
from time to time prior to the expiration of the Option as provided herein. The
following table indicates each date upon which the Participant shall be entitled
to exercise the Option with respect to the percentage of Shares indicated beside
that date:
Vesting Date Percentage of Shares
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March 25, 1999 25%
March 25, 2000 50%
March 25, 2001 75%
March 25, 2002 100%
4. Termination. Unless terminated as provided in Section 5 below or
otherwise pursuant to the Plan, the Option shall expire on the tenth anniversary
of this Agreement, or earlier as provided in the Plan upon a Termination of
Employment of the Participant.
5. Restriction on Transfer of Option. The Option granted hereby is not
transferable otherwise than by will or under the applicable laws of descent and
distribution and during the lifetime of the Participant may be exercised only by
the Participant or the Participant's guardian or legal representative. In
addition, the Option shall not be assigned, negotiated, pledged or hypothecated
in any way (whether by operation of law or otherwise), and the Option shall not
be subject to execution, attachment or similar process. Upon any attempt to
transfer, assign, negotiate, pledge or hypothecate the Option, or in the event
of any levy upon the Option by reason of any execution, attachment or similar
process contrary to the provisions hereof, the Option shall immediately become
null and void.
6. Rights as a Stockholder. The Participant shall not have any rights as a
stockholder with respect to any Shares covered by the Option until the
Participant shall have become the holder of record of the Shares, and, no
adjustments shall be made for dividends in cash or other property, distributions
or other rights in respect of any such Shares, except as otherwise specifically
provided for in the Plan.
7. Provisions of Plan Control. This Agreement is subject to all the terms,
conditions and provisions of the Plan, including, without limitation, the
amendment provisions thereof, and to such rules, regulations and interpretations
relating to the Plan as may be adopted by the Committee and as may be in effect
from time to time. Any capitalized term used but not defined herein shall have
the meaning ascribed to such term in the Plan. The annexed copy of the Plan is
incorporated herein by reference. If and to the extent that this Agreement
conflicts or is inconsistent with the terms, conditions and provisions of the
Plan, the Plan shall control, and this Agreement shall be deemed to be modified
accordingly.
8. Notices. Any notice or communication given hereunder shall be in writing
and shall be deemed to have been duly given when delivered in person, when
dispatched by telegram or one business day after having been dispatched by a
nationally recognized courier service or three business days after or by United
States mail, to the appropriate party at the address set forth below (or such
other address as the party shall from time to time specify by sending notice to
the appropriate address set forth below).
If to the Company, to:
24/7 Media, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Secretary
If to the Participant, to the most recent address furnished by the
Participant to the Company.
2
9. No Obligation to Continue Employment. This Agreement does not guarantee
that the Company or any Subsidiary will employ the Participant for any specific
time period, nor does it modify in any respect the Company's or any Subsidiary's
right to terminate or modify the Participant's employment or compensation.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first above written.
24/7 MEDIA, INC.
By:
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