Exhibit 4.11
MEDIA METRIX, INC.
STOCK OPTION AGREEMENT
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AGREEMENT made as of the 1st day of September, 1999, by and between
Media Metrix, Inc., a Delaware corporation (the "COMPANY"), and IPSOS SA (the
"OPTIONEE").
W I T N E S S E T H
WHEREAS, the Company, the Optionee and GfK AG ("GFK" and together with
the Company and the Optionee, the "SHAREHOLDERS") are shareholders of EuroMetrix
B.V. ("EUROMETRIX"); and
WHEREAS, the Company desires to grant to the Optionee, and the Optionee
desires to accept, an option (the "OPTION") to purchase shares of common stock,
$.01 par value, of the Company (the "COMMON STOCK") upon the terms and
conditions set forth in this agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. GRANT.
(a) Subject to the terms and conditions set forth in this Stock Option
Agreement, the Company hereby grants to the Optionee an Option to exchange up to
2,307,600 of shares of EuroMetrix (the "Shares") for shares of Common Stock at
any time during a five (5) year period commencing on May 7, 2000 and ending May
7, 2005 (the "EXCHANGE PERIOD"). The maximum number of Shares which may be
exchanged shall be calculated on the basis of the Optionee's cash contribution
with respect to such shares. The number of shares of Common Stock to be issued
upon exercise of the Option shall be determined by dividing (i) the amount of
the cash capital contributions made to EuroMetrix with respect to the Shares to
be exchanged (expressed in U.S. Dollars at the rate at which Euros are converted
into U.S. Dollars as posted in THE WALL STREET JOURNAL the business day prior to
the exercise of the Option) by (ii) $21.25 (the "PER SHARE OPTION PRICE").
(b) If the Shareholders elect to finance EuroMetrix by making loans
rather than additional capital contributions, the Optionee may exchange the
notes evidencing any such loan (the "NOTES") for shares of Common Stock at any
time during the Exchange Period; PROVIDED, HOWEVER, that the aggregate value of
Shares and Notes exchanged shall not exceed 2,307,600. The number of shares of
Common Stock to be issued upon exercise of the Option shall be determined by
dividing (i) the principal amount of the Notes (expressed in U.S. Dollars at the
rate at which Euros are converted into U.S. Dollars as posted in THE WALL STREET
JOURNAL the business day prior to the exercise of the Option) by (ii) the Per
Share Option Price.
(c) If, upon the third anniversary of this Agreement, the aggregate
capital contributions to EuroMetrix by the Company, the Optionee and GfK are
less than 9,000,000, then the Optionee shall have the option to purchase for
cash, at the Per Share Option Price, an amount of Common Stock equal to 25.64%
of the difference between 9,000,000 and such aggregate capital contributions.
(d) The Option may be exercised only if the revenues (net of VAT of
EuroMetrix exceed the targets set forth on EXHIBIT A hereto.
(e) Upon a Change in Control (as such term is defined in the
Shareholders' Agreement, dated as of the date hereof, among EuroMetrix, GfK, the
Optionee and the Company) of the Company, the Optionee shall thereafter have the
right to exercise the Option regardless of whether the date of exercise precedes
May 7, 2000 or the level of revenues of EuroMetrix.
2. EXERCISE. The Option may be exercised in whole or in part in
accordance with Section 1 hereof by delivering to the Secretary of the Company
(a) a written notice specifying the number of shares to be purchased, and (b)
delivery of the Shares and/or the Notes, together with the amount, if any,
deemed necessary by the Company to enable it to satisfy any income tax
withholding obligations with respect to the exercise (unless other arrangements
acceptable to the Company are made for the satisfaction of such withholding
obligations).
3. RESERVATION OF SHARES; LISTING. The Company agrees that, prior to
the expiration of this Option, the Company will at all times have authorized and
in reserve, and will keep available, solely for issuance or delivery upon the
exercise of this Option, the shares of the Common Stock and other securities and
properties as from time to time shall be receivable upon the exercise of this
Option, free and clear of all restrictions on sale or transfer and free and
clear of all preemptive rights and rights of first refusal and keep the shares
of the Common Stock receivable upon the exercise of this Option authorized for
listing on NASDAQ upon notice of issuance.
4. PROTECTION AGAINST DILUTION.
(a) In case the Company shall hereafter (i) pay a dividend or make a
distribution on its capital stock in shares of Common Stock, (ii) subdivide its
outstanding shares of Common Stock into a greater number of shares, (iii)
combine its outstanding shares of Common Stock into a smaller number of shares
or (iv) issue by reclassification of its Common Stock any shares of capital
stock of the Company, the Per Share Option Price shall be adjusted so that the
Optionee upon the exercise hereof shall be entitled to receive the number of
shares of Common Stock or other capital stock of the Company which it would have
owned immediately following such action had such Option been exercised
immediately prior thereto. An adjustment made pursuant to this Subsection 4(a)
shall become effective immediately after the record date in
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the case of a dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or
reclassification.
(b) If, at any time or from time to time after the date of this Option,
the Company shall issue or distribute to the holders of shares of Common Stock
evidences of its indebtedness, any other securities of the Company or any cash,
property or other assets (excluding a subdivision, combination or
reclassification, or dividend, and also excluding cash dividends or cash
distributions paid out of net profits legally available therefor if the full
amount thereof, together with the value of other dividends and distributions
made substantially concurrently therewith or pursuant to a plan which includes
payment thereof, is equivalent to not more than 5% of the Company's net worth)
(any such nonexcluded event being herein called a "SPECIAL DIVIDEND"), the Per
Share Option Price shall be adjusted by multiplying the Per Share Option Price
then in effect by a fraction, the numerator of which shall be the then current
market price of the Common Stock (defined as the average for the five
consecutive business days immediately prior to the record date of the daily
closing price of the Common Stock as reported by the national securities
exchange upon which the Common Stock is then listed or if not listed on any such
exchange, the average of the closing prices as reported by NASDAQ) less the fair
market value (as determined by the Company's Board of Directors) of the
evidences of indebtedness, cash, securities or property, or other assets issued
or distributed in such Special Dividend applicable to one share of Common Stock
and the denominator of which shall be such then current market price per share
of Common Stock. An adjustment made pursuant to this Subsection 4(b) shall
become effective immediately after the record date of any such Special Dividend.
(c) In case of any capital reorganization or reclassification, or any
consolidation or merger to which the Company is a party other than a merger or
consolidation in which the Company is the continuing corporation, or in case of
any sale or conveyance to another entity of the property of the Company as an
entirety or substantially as an entirety, or in the case of any statutory
exchange of securities with another corporation (including any exchange effected
in connection with a merger of a third corporation into the Company), the
Optionee shall have the right thereafter to receive on the exercise of this
Option the kind and amount of securities, cash or other property which the
holder would have owned or have been entitled to receive immediately after such
reorganization, reclassification, consolidation, merger, statutory exchange,
sale or conveyance had this Option been exercised immediately prior to the
effective date of such reorganization, reclassification, consolidation, merger,
statutory exchange, sale or conveyance and in any such case, if necessary,
appropriate adjustment shall be made in the application of the provisions set
forth in this Section 4 with respect to the rights and interests thereafter of
the Optionee to the end that the provisions set forth in this Section 4 shall
thereafter correspondingly be made applicable, as nearly as may reasonably be,
in relation to any shares of stock or other securities or property thereafter
deliverable on the exercise of this Option. The above provisions of this
Subsection 4(c) shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, statutory exchanges, sales or
conveyances. The issuer of any shares of stock or other securities or property
thereafter deliverable on the exercise of this Option shall be responsible for
all of the agreements and obligations of the Company hereunder. Notice of any
such reorganization, reclassification, consolidation, merger, statutory
exchange,
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sale or conveyance and of said provisions so proposed to be made, shall be
mailed to the holders of the Options not less than 30 days prior to such event.
A sale of all or substantially all of the assets of the Company for a
consideration consisting primarily of securities shall be deemed a consolidation
or merger for the foregoing purposes.
(d) No adjustment in the Per Share Option Price shall be required
unless such adjustment would require an increase or decrease of at least $0.05
per share of Common Stock; PROVIDED, HOWEVER, that any adjustments which by
reason of this Subsection 4(d) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment; PROVIDED FURTHER,
however, that adjustments shall be required and made in accordance with the
provisions of this Section 4 (other than this Subsection 4(d)) not later than
such time as may be required in order to preserve the tax-free nature of a
distribution to the Optionee or Common Stock issuable upon exercise hereof. All
calculations under this Section 4 shall be made to the nearest cent or to the
nearest 1/l00th of a share, as the case may be. Anything in this Section 4 to
the contrary notwithstanding, the Company shall be entitled to make such
reductions in the Per Share Option Price, in addition to those required by this
Section 4, as it in its discretion shall deem to be advisable in order that any
stock dividend, subdivision of shares or distribution of rights to purchase
stock or securities convertible or exchangeable for stock hereafter made by the
Company to its stockholders shall not be taxable.
(e) If the Board of Directors of the Company shall (i) declare any
dividend or other distribution with respect to the Common Stock, other than a
cash dividend subject to the first parenthetical in Subsection 4(b), (ii) offer
to the holders of shares of Common Stock any additional shares of Common Stock,
any securities convertible into or exercisable for shares of Common Stock or any
rights to subscribe thereto, or (iii) propose a dissolution, liquidation or
winding up of the Company, the Company shall mail notice thereof to the Optionee
not less than 15 days prior to the record date fixed for determining
stockholders entitled to participate in such dividend, distribution, offer or
subscription right or to vote on such dissolution, liquidation or winding up.
(f) If, as a result of an adjustment made pursuant to this Section 4,
the holder of any Option thereafter surrendered for exercise shall become
entitled to receive shares of two or more classes of capital stock or shares of
Common Stock and other capital stock of the Company, the Board of Directors
(whose determination shall be conclusive and shall be described in a written
notice to the holder of any Option promptly after such adjustment) shall
determine the allocation of the adjusted Per Share Option Price between or among
shares or such classes of capital stock or shares of Common Stock and other
capital stock.
(g) Upon each adjustment of the Per Share Option Price pursuant to the
provisions of this Section 4, the number of shares of Common Stock issuable upon
the exercise at the adjusted Per Share Option Price of the Option shall be
adjusted to the nearest full amount by multiplying a number equal to the Per
Share Option Price in effect immediately prior to such adjustment by the number
of shares of Common Stock issuable upon exercise of the Option immediately prior
to such adjustment and dividing the product so obtained by the adjusted Per
Share Option Price.
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5. RIGHTS AS STOCKHOLDER. No shares of Common Stock shall be sold or
delivered hereunder until full payment for such shares has been made. The
Optionee shall have no rights as a stockholder with respect to any shares
covered by the option until a stock certificate for such shares is issued to the
Optionee. Except as otherwise provided herein, no adjustment shall be made for
dividends or distributions of other rights for which the record date is prior to
the date such stock certificate is issued.
6. LIMITED TRANSFERABILITY. This Option may not be sold, transferred,
assigned or hypothecated by the Optionee except in compliance with the
provisions of the Securities Act of 1933, as amended. Upon exercise of this
Option, the Shares shall be transferred by the Company to the Optionee by means
of a notarial deed of transfer ("NOTARIELE AKTE HOUDENDE XXXXXXXX") of the
Shares (the "DEED OF TRANSFER"), to be executed before one of the civil law
notaries ("NOTARISSEN") of De Braw Blackstone Westbroek N.V. Payment of the Per
Share Option Price shall take place simultaneously with the execution of the
Deed of Transfer. The Company may treat the registered holder as he or it
appears on the Company's books at any time as the holder for all purposes. The
Company shall permit any Optionee or his duly authorized attorney, upon written
request during ordinary business hours, to inspect and copy or make extracts
from its books showing the registered holders of Options. All Options issued
upon the transfer or assignment of this Option will be dated the same date as
this Option, and all rights of the holder thereof shall be identical to those of
the Optionee.
7. ADMINISTRATION. The Board of Directors of the Company will have full
power and authority to interpret and apply the provisions of this agreement and
act on behalf of the Company in connection with this agreement, and the decision
of the Board of Directors of the Company as to any matter arising under this
agreement shall be binding and conclusive as to all persons.
8. MISCELLANEOUS.
(a) This agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and permitted assigns.
(b) This agreement shall be governed by and construed in accordance
with the laws of the State of Delaware. This agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and may
not be modified except by written instrument executed by the parties.
(c) All disputes arising out of this Option, including, without
limitation, disputes concerning the existence and validity thereof, shall be
resolved by binding arbitration in accordance with the rules of the Netherlands
Arbitration Institute (NETHERLANDS ARBITRAGE INSTITUUT, the "NAI") and in
accordance with the following:
(i) the arbitral tribunal shall be comprised of two arbitrators, one of
whom shall be appointed by MMXI and one of whom shall be appointed by the
Optionee;
(ii) the place of arbitration shall be Amsterdam, The Netherlands;
(iii) all proceedings shall be conducted in the English language;
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(iv) the tribunal shall make its determination in accordance with the
rules of the law;
(v) the proceedings may not be consolidated with any other arbitration
proceedings pursuant to Section 1046 of the Code of the Civil Procedure (WETBOEK
VAN BURGERLIJKE RECHTSVORDERING), unless such other proceedings are conducted
exclusively between the parties to this Option; and
(vi) the arbitral judgment may not be published by the NAI.
IN WITNESS WHEREOF, this agreement has been executed as of the date
first above written.
MEDIA METRIX, INC.
By: ________________________________
IPSOS SA
By: ________________________________
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