EXHIBIT 99.16
COMPENSATION AGREEMENT
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This Agreement is made as of the 13th day of January, 1997 by and
between GeoCities, a California corporation (the "Corporation"), and Xxxxxxx
Xxxxxx ("Optionee").
W I T N E S S E T H
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WHEREAS, in consideration for services performed by Optionee, the
Corporation granted Optionee a stock option on January 13, 1997, to purchase
100,000 shares of the Corporation's Common Stock (the "Option") upon the terms
and conditions set forth in the documentation evidencing such Option attached
hereto.
NOW, THEREFORE, in consideration of the above premises, the parties
hereto agree as follows:
1. The Corporation and Optionee acknowledge and agree that the
Option is granted solely as compensation for services rendered the Corporation
by Optionee and not for any capital-raising purposes or in connection with any
capital-raising activities.
2. The Option shall not be transferable or assignable except in
connection with Optionee's death.
3. This Agreement is intended to constitute a written compensation
contract within the meaning of Rule 701 of the Securities Act of 1933, as
amended.
4. This Agreement is intended solely to memorialize the agreement
and understanding which exists between Optionee and the Corporation concerning
the grant of the Option. Nothing herein or in the documentation evidencing the
Option is intended to provide Optionee with the right to remain in the
Corporation's service for any specific period, and Optionee's services may be
terminated at any time by the Corporation, for any reason, with or without
cause.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the date first above written.
OPTIONEE GEOCITIES
By:
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Title:
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STOCK-OPTION AGREEMENT
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This STOCK OPTION AGREEMENT (this "Agreement") is made and entered
into as of January 13, 1997, by and between GeoCities, a California corporation,
and XXXXXXX XXXXXX, an employee of GeoCities (the "Optionee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Optionee is currently serving as a director of GeoCities;
and
WHEREAS, GeoCities desires to grant to the Optionee an option which
does not meet the requirements of Section 422 of the Internal Revenue Code of
1986, as amended, to purchase shares of the common stock of GeoCities ("Common
Stock");
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and conditions hereinafter set forth and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
1. GeoCities hereby grants to the Optionee the option to purchase 25,000
shares of Common Stock at a price per share of $3.54 upon the terms and subject
to the conditions set forth herein.
2. Subject to the conditions set forth herein, the right to exercise this
option shall accrue in periodic installments as follows:
(i) commencing January 13, 1998, this option may be exercised to the
extent of 6,250 shares;
(ii) commencing January 13, 1999, this option may be exercised to the
extent of an additional 6,250 shares;
(iii) commencing January 13, 2000, this option may be exercised to the
extent of an additional 6,250 shares; and
(iv) commencing January 13, 2001, this option may be exercised to the
extent of an additional 6,250 shares.
This option way be exercised, in whole or in part, subject to the limitations
imposed by the exercise schedule set forth above, at any time and from time to
time commencing with the respective dates on which each portion becomes
exercisable and continuing until January 13, 2004, at which time the entire
unexercised portion of this option shall expire.
3. For purposes of this Agreement, the Optionee's service as a director of
GeoCities shall be deemed to be the equivalent of the Optionee's employment with
GeoCities, and all references to the Optionee's employment and cessation of
employment shall be deemed to refer to the Optionee's service as a director of
GeoCities and his ceasing to be a director of GeoCities, respectively. In the
event of the termination of the Optionee's employment for any
reason, including for cause or without cause, resignation, death or disability,
then the exercise schedule to which this option is subject pursuant to Paragraph
2 hereof shall be accelerated and such option shall be immediately exercisable.
4. This option shall be nontransferable by the Optionee, other than by
will or the laws of descent and distribution.
5. Subject to any required action of GeoCities's stockholders, the
existence of outstanding options hereunder shall not affect GeoCities's right or
power to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in its capital structure or business; to
approve any merger or consolidation, issuance of bonds, debentures, preferred or
prior preference stock ahead of or affecting the Common Stock; to elect its
dissolution or liquidation or that of any of its subsidiaries; to sell or
transfer any of its business; or to do any other corporate act whether similar
to the events described above or otherwise. If the number of outstanding shares
of Common Stock is increased or decreased or changed into or exchanged for a
different number or kind of securities, whether of GeoCities or any other
corporation, by reason of recapitalization reclassification, stock split,
combination of shares, stock dividends or other similar event, the number and
kind of securities as to which outstanding options may be exercised, and the
option price at which outstanding options may be exercised may be adjusted by
the Board of Directors, whose determination shall be binding and final.
6. In the event of (i) a liquidation, dissolution or winding up of
GeoCities, (ii) a consolidation or merger of GeoCities with or into any other
corporation or corporations (other than a wholly-owned subsidiary), (iii) the
sale, transfer or other disposition of all or substantially all of the assets of
GeoCities or (iv) the consummation of any transaction or Series of related
transactions which results in GeoCities' shareholders immediately prior to such
transaction not holding at least 50% of the voting power of the surviving or
continuing entity (collectively, a "Liquidation"), then in the event of any such
Liquidation, the exercise schedule to which this option is subject pursuant to
Paragraph 2 hereof shall be accelerated, and the option shall be immediately
exercisable upon the consummation of any such Liquidation. Any actions taken
hereunder by the Board of Directors may be done without consideration of any
resulting income tax consequences to GeoCities or the Optionee.
7. This option may be exercised in accordance with the terms hereof by:
(a) giving written notice of such exercise to GeoCities, specifying the number
of whole shares to be purchased and accompanied by full payment of the purchase
price thereof, either in cash, by check, or by delivery to GeoCities of shares
of Common Stock already owned by the Optionee (duly endorsed in favor of
GeoCities or accompanied by a duly endorsed stock power) together with the
amount of any income m GeoCities is required by law to withhold by reason of
such exercise, and (b) giving satisfactory assurances in writing, if requested
by GeoCities, signed by the person exercising this option that the shares to be
purchased upon such exercise are being purchased for investment and not with the
view to distribution thereof.
8. Unless the shares to be issued are at the time of issuance registered
under the Securities Act of 1933, as amended, this option is granted on the
condition that the purchase of stock hereunder shall be for investment purposes
and not with the view to resale or distribution.
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9. Neither the Optionee nor any person claiming under or through him shall
be, or have any of the rights or privileges of, a stockholder of GeoCities with
respect to any of the shares issuable upon the exercise of this option, unless
and until certificates representing such shares shall have been issued and
delivered to him.
10. (a) If the Optionee's employment with GeoCities terminates for any
reason (a "Termination Event"), then the Optionee must then exercise his option
within thirty (30) days thereafter. The Optionee shall be deemed to have waived
the right to exercise his option as to any shares which the Optionee fails to
purchase within such thirty (30) day period. If the Optionee exercises his
option to purchase shares of Common Stock under this Agreement following the
termination of his employment with GeoCities, the exercise by the Optionee of
his option to purchase shares of Common Stock shall be deemed to be the
Termination Event for purposes of this Paragraph 10. Upon the occurrence of a
Termination Event, GeoCities shall have the first right and option, and the
holders of Senior Securities (as defined below) shall have the second right and
option, to purchase from the Optionee (or, in the case of death, from the
Optionee's legal representative) all shares of Common Stock held by the Optionee
on the date of the Termination Event. In the event that GeoCities or any holder
of Senior Securities shall exercise such right and option, then the exercising
party shall pay the Optionee, as the purchase price for such shares of Common
Stock, the Fair Market Value (as defined below) of such shares. GeoCities may
exercise its first right and option by delivering notice to Optionee and to each
holder of Senior Securities within ninety (90) days following the Termination
Event of its intent to exercise its repurchase right and the Fair Market Value,
and shall have paid for such shares in cash at the end of such 90th day (unless
the Fair Market Value of the shares has not been conclusively determined as of
such date, in which case GeoCities shall pay the Optionee promptly after the
Fair Market Value is determined in accordance with subparagraph (d) below).
(b) If GeoCities fails to fully exercise its right to repurchase all
of the Optionee's shares of Common Stock after the cessation of the Optionee's
employment or the subsequent purchase of shares, as applicable, then GeoCities
shall give the Optionee and each holder of its Series A Preferred Stock, Series
B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (other
than those shares of Series D Preferred Stock held by Venture Lending or its
approved transferees), or Common Stock issued upon conversion thereof
(collectively, the "Senior Securities"), notice ("Termination Notice") of such
fact, the number of shares of Common Stock available for purchase by each such
holder and GeoCities' determination of the Fair Market Value of such shares. The
holders of the Senior Securities shall have the right to purchase the Optionee's
Common Stock, on a pro-rata basis, by giving GeoCities notice of their intent to
exercise such option ("Notice of Election") within twenty (20) days after the
receipt of the Termination Notice from GeoCities, together with cash in the
amount of the purchase price (unless the Fair Market Value of the shares has not
been conclusively determined as of such date, in which case each such holder
shall pay the Optionee promptly after the Fair Market Value has been
conclusively determined in accordance with subparagraph (d) below). For purposes
of this subparagraph (b), "pro rata basis' shall be equal to the product
obtained by multiplying (i) the number of the Optionee's shares not purchased by
GeoCities by (ii) a fraction, the numerator of which is the number of shares of
Senior Securities held by such holder (on an as-converted basis) and the
denominator of which is the total number of shares held by all the holders of
Senior Securities (on an as-converted basis).
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(c) Any holder of Senior Securities that fails to provide a timely
Notice of Election shall be deemed to have elected to not purchase any shares in
a transaction pursuant to this Paragraph 10. If any holder of Senior Securities
elects (or is deemed to have elected) not to fully participate in a transaction
pursuant to this Paragraph 10, then GeoCities shall so notify the other holders
of Senior Securities who elected to participate (the "Repurchase Holders'). Such
notice may be made by telephone if confirmed in writing within two (2) days. The
Repurchase Holders shall have five (5) days from the date such notice was given
to agree to purchase their pro rata share of the unsold portion of the
Optionee's shares. For purposes of this subparagraph (iv), a "pro rata share"
shall be equal to the product obtained by multiplying (i) the number of the
Optionee's shares in the unsold portion by (ii) a fraction, the numerator of
which is the number of shares of Senior Securities held by such Repurchase
Holder (on an as-converted basis) and the denominator of which is the total
number of shares held by all of the Repurchase Holders (on an as-converted
basis).
(d) If the Optionee objects to the Fair Market Value as so proposed,
then the Optionee may request an appraisal by written notice of objection
delivered not later than ten (10) days after receipt of the Fair Market Value
set by GeoCities' Board of Directors. If an appraisal is requested, the Optionee
and GeoCities shall jointly select an appraiser to determine the Fair Market
Value of the Optionee's shares. If the Optionee and GeoCities cannot agree on an
appraiser, each shall select its own appraiser (each, a "Party Appraiser") and
the two Party Appraisers shall jointly select a third appraiser (the
"Arbitrating Appraiser"). Each of the Party Appraisers shall submit its
appraisal to the Arbitrating Appraiser, and the Arbitrating Appraiser shall
select one of such appraisals as the Fair Market Value. If any such appraisal
results in a Fair Market Value more than 5% higher than the Board of Directors'
original valuation, then all expenses of such appraisal shall be paid by
GeoCities; otherwise, the cost of such appraisal shall be shared equally by the
Optionee and GeoCities.
(e) Notwithstanding anything to the contrary set forth in
Subparagraphs 10(a) through 10(d), if (a) the Optionee's employment with
GeoCities is terminated (a "Termination") for any reason other than (i) the
Optionee's voluntarily resigning or failing to stand for reelection as a
director of GeoCities without having been asked by the Board of Directors of
GeoCities to resign or not to stand for reelection or (ii) because of the
Optionee's death, and (b) there is a Liquidation of GeoCities within one (1)
year after such Termination in which the price per share of Common Stock
received by the holders of such Common Stock upon the consummation of the
Liquidation (the "Liquidation Price") is greater than the price per share of
Common Stock received by the Optionee following the Termination (the "Repurchase
Price"), then the Optionee shall be entitled to receive the following amounts
from GeoCities concurrently with the consummation of the Liquidation. If the
Liquidation is consummated within six (6) months after the Termination as
provided above, then the Optionee shall be entitled to receive an amount equal
to the Liquidation Price less the Repurchase Price, multiplied by the number of
shares of Common Stock which the Optionee held at the time of the Termination
(the "Differential Amount"). If the Liquidation is consummated more than six (6)
months but within nine (9) months after the Termination as provided above, then
the Optionee shall be entitled to receive an amount equal to seventy-five
percent (75%) of the Differential Amount. If the Liquidation is consummated more
than nine (9) months but within one (1) year after the Termination as provided
above, then the Optionee shall be entitled to receive an amount equal to fifty
percent (50%) of the Differential Amount. If the Liquidation is consummated
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more than one (1) year after the Termination as provided above, then the
Optionee shall not be entitled to receive any amounts under this Subparagraph
10(e). Any such amounts payable by GeoCities under this Subparagraph 10(e) shall
be paid to the Optionee in the same form of consideration, and in the same
proportions and at the same times, as shall have been applicable to all other
holders of Common Stock in such Liquidation.
11. The Optionee may not sell or engage in any transaction which has
resulted in or will result in a change in the beneficial or record ownership of
any shares of Common Stock held by the Optionee, including without limitation a
voluntary or involuntary sale, assignment, transfer, pledge, hypothecation,
encumbrance, disposal, loan, gift, attachment or levy (a "Transfer"), except as
provided in this Agreement, and any such Transfer of shares of Common Stock or
attempted Transfer of shares of Common Stock in contravention of this Agreement
shall be void and ineffective for any purpose or confer on any transferee or
purported transferee any rights whatsoever.
12. (a) Each time the Optionee proposes to Transfer (or is required by
operation of law or other involuntary transfer) any or all of the shares of
Common Stock standing in the Optionee's name or owned by him or her during the
term of this Agreement, the Optionee shall first offer such shares to GeoCities
and the holders of the Senior Securities in accordance with the following
provisions:
(i) The Optionee shall deliver a written notice (a "Notice") to
GeoCities stating (A) the Optionee's bona fide intention to Transfer such
shares, (B) the name and the address of the proposed transferee, (C) the number
of shares to be transferred, and (D) the purchase price per share and terms of
payment for which the Optionee proposes to Transfer such shares.
(ii) Within thirty (30) days after receipt of the Notice,
GeoCities shall have the first right to purchase or obtain such shares, upon the
price and terms of payment designated in the Notice. If the Notice provides for
the payment of non-cash consideration, GeoCities at its option may pay the
consideration in cash equal to GeoCities' good faith estimate of the present
fair market value of the non-cash consideration offered.
(iii) If GeoCities elects not to purchase or obtain all of the
shares designated in the Optionee's Notice, then GeoCities shall promptly
provide written notice of such fact, together with a copy of the Notice, to the
holders of the Senior Securities. The holders of the Senior Securities shall
have an additional thirty (30) days immediately following the receipt of the
Notice from GeoCities in which to purchase the shares not purchased by GeoCities
on a prorata basis upon the terms and conditions specified in subparagraph (ii)
above by giving GeoCities notice of their intent to exercise such option
("Notice of Purchase") within thirty (30) days after the receipt of the
Termination Notice from GeoCities,. For purposes of this subparagraph (iii),
"pro rata" shall be equal to the product obtained by multiplying (i) the number
of the Optionee's shares not purchased by GeoCities by (ii) a fraction, the
numerator of which is the number of shares of Senior Securities held by such
holder (on an as-converted basis) and the denominator of which is the total
number of shares held by all the holders of Senior Securities (on an as-
converted basis).
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(iv) Any holder of Senior Securities that fails to provide a
timely Notice of Purchase shall be deemed to have elected to not purchase any
shares in a transaction pursuant to this Paragraph 12. If any holder of Senior
Securities elects (or is deemed to have elected) not to fully participate in a
transaction pursuant to this Paragraph 12, then GeoCities shall so notify the
other holders of Senior Securities who elected to participate (the "Right of
First Refusal Holders"). Such notice may be made by telephone if confirmed in
writing within two (2) days. The Right of First Refusal Holders shall have five
(5) days from the date such notice was given to agree to purchase their pro rata
share of the unsold portion of the Optionee's shares. For purposes of this
subparagraph (iv), a "pro rata share" shall be equal to the product obtained by
multiplying (i) the number of the Optionee's shares in the unsold portion by
(ii) a fraction, the numerator of which is the number of shares of Senior
Securities held by such Right of First Refusal Holder (on an as-converted basis)
and the denominator of which is the total number of shares of Senior Securities
held by all the Right of First Refusal Holders (on an as-converted basis).
(v) If neither (x) GeoCities nor (y) any of the holders of the
Senior Securities elects to purchase or obtain all of the shares designated in
the Optionee's Notice, then the Optionee may Transfer the unsold shares referred
to in the Notice to the proposed transferee, providing such Transfer (A) is
completed within 180 days after the expiration of the right of GeoCities and the
holders of the Senior Securities to purchase or obtain such shares, (B) is made
at the same price and terms designated in the Notice, and (C) the proposed
Transferee agrees to be bound by the terms and provisions of a buy-sell
agreement substantially similar to the terms of Paragraphs 11 through 16 of this
Agreement and to become a party to such an agreement immediately upon receipt of
such shares. If such shares are not so transferred, the Optionee must give
notice in accordance with this paragraph prior to any other or subsequent
Transfer of such shares.
(b) Notwithstanding Paragraph 12(a), the Optionee may Transfer for no
or nominal consideration shares to (i) the Optionee's spouse, parents,
grandparents, siblings, children or grandchildren or other members of the
Optionee's family (including relatives by marriage), or to a custodian, trustee
or other fiduciary for the account of the Optionee or members of his or her
family, or to any one other person designated by the Optionee, or (ii) by way of
bequest or inheritance upon death; provided that the Optionee or his
representative notifies GeoCities of such Transfer not less than ten (10) nor
more than ninety (90) days prior to the Transfer and that the proposed
transferee agrees to be bound by the terms and provisions of a buy-sell
agreement substantially similar to the terms of Paragraphs 11 through 16 of this
Agreement and to become a party to such an agreement immediately upon the
receipt of such shares.
13. Notwithstanding any provisions to the contrary contained in this
Agreement, GeoCities' obligations to pay or complete payment for any shares to
be purchased by it under this Agreement are subject to its being legally
permitted to do so under the tests contained in Sections 500 and 501 of the
California General Corporation Law or any successor statute applicable thereto.
The inability of GeoCities to validly purchase any shares hereunder by reason of
its failure to meet the tests contained in Sections 500 and 501 of the
California General Corporation Law shall not be deemed to affect or limit in any
way the ability of the holders of the Senior Securities to purchase the shares.
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14. Notwithstanding any provision of California law to the contrary, so
long as any shares of Series A Preferred Stock, Series B Preferred Stock or
Series D Preferred Stock shall be outstanding, in the event that:
(i) a vote or written consent is taken with respect to any of the
events described in subsections (a) or (b) of Section 7 of Article III of the
Second Amended and Restated Articles of Incorporation (the "Restated Articles")
of GeoCities (a "Specified Action"),
(ii) California law provides that a majority of the outstanding
shares of a class or series of a class of capital stock, voting separately as a
class or series, as applicable, must approve such Specified Action, and
(iii) the Specified Action shall have received the approval of (x) the
requisite vote of the holders of Series A Preferred Stock, Series B Preferred
Stock and Series D Preferred Stock specified in the appropriate subsection of
Section 7 of Article III of the Restated Articles and (y) a majority of the
total number of outstanding shares of Common Stock, Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock,
voting together as a single class on an as-converted basis,
then, notwithstanding anything provided under California law to the contrary,
with respect to each such Specified Action, the Optionee
(a) hereby grants a proxy to one or more of the holders of
Series A Preferred Stock, Series B Preferred Stock or Series D Preferred Stock
that shall have affirmatively voted its approval of such Specified Action, as
his attorney-in-fact (with full power of substitution), for and in the name of
the undersigned, to vote all of the stock owned of record or beneficially by the
Optionee and entitled to vote thereon, and to execute, on behalf of the
Optionee, any written consent of holders of capital stock, in favor of the
approval of such Specified Action, and
(b) if requested by the holders of 66-2/3% of the Series A
Preferred Stock, Series B Preferred Stock and Series D Preferred Stock, acting
together on an as-converted basis, agrees to directly vote his stock in favor of
such Specified Action.
The proxy described in clause (c) above is coupled with an interest and shall be
irrevocable until the termination of this Agreement.
15. Each certificate representing shares owned of record or beneficially
by a party to this Agreement shall be endorsed with the following legend:
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A STOCK
OPTION AGREEMENT BETWEEN GEOCITIES AND THE HOLDER OF THE SHARES
EVIDENCED BY TIES CERTIFICATE, PROVIDING FOR, AMONG OTHER MATTERS,
THE RIGHT OF GEOCITIES AND CERTAIN SHAREHOLDERS THEREOF TO
REPURCHASE THE SHARES, THE RIGHT OF FIRST REFUSAL TO PURCHASE THE
SHARES REPRESENTED BY THIS CERTIFICATE, AN AGREEMENT WITH RESPECT
TO VOTING
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AND AN IRREVOCABLE PROXY. A COPY OF SUCH AGREEMENT IS ON FILE AT
THE PRINCIPAL BUSINESS OFFICE OF GEOCITIES.
Under no circumstances shall any Transfer of any shares subject hereto be valid
until the proposed transferee thereof shall have agreed to be bound by the terms
and provisions of a buy-sell agreement substantially similar to the terms of
Paragraphs 11 through 16 of this Agreement and to become a party to such an
agreement immediately upon receipt of such shares; and notwithstanding any other
provisions of this Agreement, no such Transfer of any kind shall in any event
result in the non-applicability of the provisions hereof at any time to any of
the shares subject hereto.
16. The restrictions on Transfer of shares set forth in this Agreement
shall terminate upon any of the following:
(a) The Liquidation of GeoCities.
(b) The consummation of a firm commitment underwritten public
offering from which GeoCities receives gross proceeds of not less than $20
million and in which the offering price per share (prior to underwriting
commissions and expenses) equals at least $10 (as adjusted for stock splits,
stock dividends, reorganizations and the like).
17. This Agreement is made solely for the benefit of the parties to this
Agreement and their respective successors and assigns, and, except as provided
in Paragraphs 11 through 16, no other person or entity shall have or acquire any
right by virtue of this Agreement. Each holder of the Senior Securities shall be
a third-party beneficiary of Paragraphs 11 through 16 of this Agreement.
18. Any notice to be given to GeoCities under the terms of this Agreement
shall be addressed to GeoCities, in care of its President, at 0000 Xxxx Xxxxxx,
Xxxxx Xxxxxx, Xxxxxxxxxx 00000, or to such other address as GeoCities may
hereafter designate in writing. Any notice to be given to the Optionee shall be
addressed to the Optionee at the address set forth beneath his signature hereto,
or at any other address as the Optionee may hereafter designate in writing. Any
such notice shall be deemed to have been duly given if and when personally
delivered, or if mailed, two (2) business days following its being deposited in
the United States mails in a properly sealed envelope, addressed as aforesaid,
registered or certified, postage prepaid.
19. Except as otherwise provided herein, this option and the rights and
privileges conferred by this Agreement may not be transferred, assigned, pledged
or hypothecated by the Optionee in any way (whether by operation of law or
otherwise) and shall not be subject to sale under execution, attachment or
similar process. Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of this option, or of any right or privilege conferred hereby,
contrary to the provisions hereof, or upon any attempted sale under any
execution, attachment or similar process upon the rights and privileges
conferred hereby, this option and the rights and privileges conferred upon the
Optionee in this Agreement shall immediately become null and void.
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20. Subject to the limitations on transferability contained herein, this
Agreement shall be binding upon and inure to the benefit of the heirs, legal
representatives, successors and assigns of the parties hereto.
21. Nothing in this Agreement is intended, nor shall it be deemed, to
create any employment agreement between the Optionee and GeoCities or to impose
any obligation on the part of GeoCities to maintain Optionee's employment with
GeoCities, and any rights that the Optionee may have GeoCities with respect to
the Optionee's employment, other than as an at-will employee, shall be as set
forth in a written employment agreement between the Optionee and GeoCities, if
any.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
in duplicate, as of the day and year first above written.
GEOCITIES
By:
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Xxxxx X. Xxxxxxx, President
ACCEPTED:
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XXXXXXX XXXXXX
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[Address]
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