Exhibit 99.5
ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into, and are
hereby made a part of, that certain Stock Option Agreement (the "Option
Agreement") by and between DoubleClick, Inc. (the "Corporation") and
______________________ ("Optionee") evidencing the stock option (the
"Option") granted on ________________, 199__ to Optionee 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
Option Agreement.
INVOLUNTARY TERMINATION FOLLOWING A
CHANGE IN CONTROL
1. Should Optionee's Service terminate by reason of an
Involuntary Termination effected within twelve (12) months following a Change
in Control, the Option, to the extent outstanding at that time but not
otherwise fully exercisable, shall automatically accelerate and become
immediately exercisable for an additional number of Option Shares equal to
fifty percent (50%) of the total number of Option Shares for which the Option
is not otherwise exercisable at the time of such Involuntary Termination.
2. The Option as accelerated pursuant to this Addendum shall
remain so exercisable until the EARLIER of (i) the Expiration Date or (ii)
the expiration of the one (1)-year period measured from the date of the
Optionee's Involuntary Termination.
3. For purposes of this Addendum the following definitions shall
be in effect:
(i) An INVOLUNTARY TERMINATION shall mean the termination of
Optionee's Service by reason of:
(A) Optionee's involuntary dismissal or discharge by
the Corporation for reasons other than Misconduct, or
(B) Optionee's voluntary resignation following (A) a
change in Optionee's position with the Corporation (or Parent or
Subsidiary employing Optionee) which materially reduces Optionee's
duties and responsibilities or the level of management to which he
or she reports, (B) a reduction in Optionee'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 Optionee'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
Optionee's consent.
4. The provisions of Paragraph 1 of this Addendum shall govern
the period for which the Option is to remain exercisable following the
Involuntary Termination of Optionee's Service within twelve (12) months after
the Change in Control and shall supersede any provisions to the contrary in
Paragraph 5 of the Option Agreement.
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.
