EXHIBIT 10.1.2.4
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 Ask Jeeves, Inc. (the "Corporation") and
____________________________ ("Optionee") evidencing the stock option (the
"Option") granted this day to Optionee under the terms of the Corporation's 1999
Equity Incentive Plan, and such provisions are 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/AUTHORIZED RESIGNATION FOLLOWING
CHANGE IN CONTROL/BUSINESS SEGMENT SALE
1. To the extent the Option is to be assumed or otherwise continued in
effect in connection with a Change in Control or Business Segment Sale, the
Option shall not, upon the occurrence of that Change in Control or Business
Segment Sale, accelerate as to any of the shares at the time subject to the
Option (the "Option Shares"), and the Option shall accordingly continue, over
Optionee's period of Continuous Service following such Change in Control or
Business Segment Sale, to vest and become exercisable for those Option Shares in
one or more installments in accordance with the normal vesting schedule for the
Option set forth in the Option Agreement (the "Vesting Schedule"). However,
immediately upon an Involuntary Termination of Optionee's Continuous Service
within twelve (12) months following such Change in Control or Business Segment
Sale or an Authorized Resignation in connection with such Change in Control or
Business Segment Sale, Optionee shall, for purposes of such Vesting Schedule, be
credited with an additional twelve (12) months of Continuous Service so that the
Option, to the extent not otherwise fully vested and exercisable for all the
Option Shares, shall become immediately exercisable for that additional number
of Option Shares equal to the incremental number of shares for which the Option
would have vested and become exercisable in accordance with the Vesting Schedule
had Optionee completed an additional twelve (12) months of Continuous Service at
the time of his or her Involuntary Termination or Authorized Resignation. In no
event, however, shall the number of Option Shares for which the Option vests and
becomes exercisable on such an accelerated basis exceed the number of shares as
to which the Option is not otherwise actually vested and exercisable, in
accordance with the Vesting Schedule, immediately prior to the effective date of
such Involuntary Termination or Authorized Resignation.
2. The Option as accelerated pursuant to this Addendum shall remain so
exercisable until the earlier of (i) the expiration date of the Option set forth
in the Option Agreement or (ii) the sooner termination of the Option in
accordance with the applicable provisions of the Option Agreement or Section 11
of the Plan.
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3. For purposes of this Addendum the following definitions shall be in
effect:
AUTHORIZED RESIGNATION shall mean the Optionee's resignation
from employment with the Corporation (or any successor entity) for any reason
within the ninety (90)-day period beginning six (6) months after the effective
date of a Change in Control or Business Segment Sale.
BUSINESS SEGMENT SALE shall mean the sale or other spinoff of
all or substantially all of the assets primarily attributable to the
Corporation's operation of the Web Properties line of business.
CHANGE IN CONTROL shall mean a change in the ownership or
control of the Corporation effected through any of the following transactions:
(A) a merger, consolidation or reorganization approved
by the Corporation's stockholders, unless securities representing more
than fifty percent (50%) of the total combined voting power of the
outstanding voting securities of the successor corporation are
immediately thereafter beneficially owned, directly or indirectly and in
substantially the same proportion, by the persons who beneficially owned
the Corporation's outstanding voting securities immediately prior to
such transaction;
(B) any stockholder-approved sale, transfer or other
disposition of all or substantially all of the Corporation's assets in
complete liquidation or dissolution of the Corporation;
(C) any transaction or series of related transactions
pursuant to which any person or any group of persons comprising a
"group" within the meaning of Rule 13d-5(b)(1) under the Securities
Exchange Act of 1934, as amended (other than the Corporation or a person
that, prior to such transaction or series of related transactions,
directly or indirectly controls, is controlled by or is under common
control with, the Corporation) becomes directly or indirectly the
beneficial owner (within the meaning of Rule 13d-3 of the Securities
Exchange Act of 1934, as amended) of securities possessing (or
convertible into or exercisable for securities possessing) thirty-five
percent (35%) or more of the total combined voting power of the
Corporation's securities (determined by the power to vote with respect
to the elections of Board members) outstanding immediately after the
consummation of such transaction or series of related transactions,
whether such transaction involves a direct issuance from the Corporation
or the acquisition of outstanding securities held by one or more of the
Corporation's stockholders; or
(D) a change in the composition of the Board over a
period of thirty-six (36) consecutive months or less such that a
majority of the Board members ceases, by reason of one or more contested
elections for Board membership, to be comprised of individuals who
either (A) have been Board
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members continuously since the beginning of such period or (B) have been
elected or nominated for election as Board members during such period by
at least a majority of the Board members described in clause (A) who
were still in office at the time the Board approved such election or
nomination.
An INVOLUNTARY TERMINATION shall mean the termination of
Optionee's Continuous Service by reason of:
(A) Optionee's involuntary dismissal or
discharge by the Corporation (or any successor entity) for reasons other
than Misconduct, or
(B) Optionee's voluntary resignation following
(i) 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
(ii) a relocation of Optionee's place of employment by more than fifty
(50) miles, provided and only if such reduction or relocation is
effected by the Corporation without Optionee's consent.
MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by Optionee, any unauthorized use or disclosure by
Optionee of confidential information or trade secrets of the Corporation (or any
Affiliate), or any other intentional misconduct by Optionee adversely affecting
the business or affairs of the Corporation (or any Affiliate) in a material
manner. The foregoing definition shall not in any way preclude or restrict the
right of the Corporation (or any Affiliate) to discharge or dismiss Optionee or
any other person in the service of the Corporation (or any Affiliate) for any
other acts or omissions, but such other acts or omissions shall not be deemed,
for purposes of this Agreement, to constitute grounds for termination for
Misconduct.
IN WITNESS WHEREOF, Ask Jeeves, Inc. has caused this Addendum to
be executed by its duly authorized officer as of the Effective Date specified
below.
ASK JEEVES, INC.
By:
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Title:
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EFFECTIVE DATE: ___________________________, 2003
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