EXHIBIT 10.12
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 NetZero, Inc. (the "Corporation") and
("Optionee") evidencing the stock option (the "Option") granted to
Optionee under the terms of the Corporation's 1998 or 1999 Stock Option/Stock
Issuance 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
CORPORATE TRANSACTION
1. To the extent the Option is, in connection with a Corporate
Transaction, to be assumed in accordance wit h the Option Agreement, none of
the Option Shares shall vest on an accelerated basis upon the occurrence of
that Corporate Transaction, and Optionee shall accordingly continue, over his
or her period of Service following the Corporate Transaction, to vest in the
Option Shares in one or more installments in accordance with the provisions
of the Option Agreement. However, upon an Involuntary Termination of
Optionee's Service within twelve (12) months following such Corporate
Transaction, Optionee shall automatically vest on an accelerated basis in an
additional number of Option Shares so that the total number of Option Shares
in which Optionee is vested at the time of such Involuntary Termination
shall, after taking such accelerated vesting into account, be equal to the
greater of (i) the number of Option Shares in which Optionee would have been
vested, at the time of such Involuntary Termination, in accordance with the
normal Vesting Schedule had Optionee completed twice the amount of Service
actually completed by him or her immediately prior to such Involuntary
Termination (but in no event shall the number of Option Shares which vest on
such an accelerated basis exceed the number of Option Shares in which
Optionee is not vested immediately prior to such Involuntary Termination) or
(ii) the number of Option Shares in which Optionee would have been vested
under the normal Vesting Schedule had Optionee completed twelve (12) months
of Service prior to his or her Involuntary Termination. The Option shall
remain exercisable for the vested Option Shares until the earlier of the
Expiration Date or the expiration of the ninety (90) day period following the
date of the Involuntary Termination.
2. For purposes of this Addendum, an Involuntary Termination shall mean
the termination of Optionee's Service by reason of:
(i) Optionee's involuntary dismissal or discharge by the Corporation
for reasons other than for Misconduct, or
(ii) Optionee's voluntary resignation following (A) a material
reduction in the scope of his or her day-to-day responsibilities, it being
understood that a change in Optionee's title shall not, in and of itself,
be deemed a material reduction, (B) a reduction in Optionee's base salary
or (C) a relocation of
1
Optionees' 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.
IN WITNESS WHEREOF, NetZero, Inc. has caused this Addendum to be executed
by its duly authorized officer as of the Effective Date specified below.
NETZERO, INC.
By:
--------------------------------
Title:
-----------------------------
EFFECTIVE DATE: ____________, 199_
2
