Exhibit 99.4
ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into, and are
hereby made a part of, that certain Stock Option Agreement dated
_______________________, 199__ (the "Option Agreement") by and between
DoubleClick, Inc. (the "Corporation") and __________________________________
("Optionee") evidencing the stock option (the "Option") granted on such date
to Optionee under the terms of the Corporation's 1997 Stock Incentive Plan,
and such provisions shall be effective immediately. All capitalized terms
used in this Addendum, to the extent not otherwise specifically defined
herein, shall have the meanings assigned to such terms in the Option
Agreement.
PARTIAL ACCELERATION UPON CHANGE IN CONTROL
A. The Option, to the extent outstanding at the time of any
Change in Control but not otherwise fully exercisable, shall partially
accelerate so that such Option shall, immediately prior to the effective date
of such Change in Control, become exercisable for an additional number of
Option Shares equal to the LESSER of (i) the number of Option Shares for
which the Option would otherwise become exercisable, in accordance with the
Exercise Schedule set forth in the Grant Notice, over the twelve (12)-month
period immediately following the effective date of such Change in Control or
(ii) the number of Option Shares for which the Option is not otherwise
exercisable at the time of such Change in Control. However, no such
acceleration shall occur to the extent the Option Parachute Payment
attributable to such acceleration would, when added to the Present Value of
any Other Parachute Payments which become due and payable to Optionee in
connection with the Change in Control, result in the payment to Optionee of
an excess parachute payment under Code Section 280G(b). The determination of
any such excess parachute payment shall be made by the Plan Administrator,
and such determination shall be final, binding and conclusive.
B. The exercisability of the accelerated Option as an incentive
stock option under the Federal tax laws (if designated as such in the Grant
Notice) shall be subject to the applicable dollar limitation of Paragraph 17
of the Option Agreement. To the extent such dollar limitation is exceeded,
the Option as so accelerated may be exercised as a non-statutory option under
such tax laws.
C. The Option as accelerated hereunder shall remain exercisable
until the Expiration Date of the option term or any sooner termination of the
Option in accordance with the provisions of the Option Agreement.
D. For purposes of this Addendum, the following definitions shall
be in effect:
OPTION PARACHUTE PAYMENT means the portion of the Option deemed to
be a parachute payment under Code Section 280G and the Treasury Regulations
issued thereunder. Such Option Parachute Payment shall be calculated in
accordance with the valuation provisions established under Code Section 280G
and the applicable Treasury Regulations and shall include an appropriate
dollar adjustment to reflect the lapse of Optionee's obligation to remain in
Service as a condition to the vesting of the accelerated installment. In no
event, however, shall the Option Parachute Payment attributable to the
accelerated installment exceed the spread on the accelerated Option Shares
(the excess of the Fair Market Value of those Option Shares over the Exercise
Price payable for such shares).
OTHER PARACHUTE PAYMENTS means any payments in the nature of
compensation (other than the partial acceleration of the Option pursuant to
this Addendum) to which Optionee may become entitled in connection with the
Change in Control, whether payable at that time or upon Optionee's subsequent
termination of Employee status, and which accordingly qualify as parachute
payments within the meaning of Code Section 280G(b)(2) and the Treasury
Regulations issued thereunder.
PRESENT VALUE means the value, determined as of the effective date
of the Change in Control, of any payment in the nature of compensation which
Optionee becomes entitled to receive from the Corporation in connection
therewith, including (without limitation) any Option Parachute Payment
hereunder. The Present Value of any such payment shall be determined in
accordance with the provisions of Code Section 280G(d)(4).
IN WITNESS WHEREOF, DoubleClick, Inc. has caused this Addendum to
be executed by its duly-authorized officer, and Optionee has executed this
Addendum, all as of the Effective Date specified below.
DOUBLECLICK, INC.
By ________________________________
Title _____________________________
___________________________________
OPTIONEE
EFFECTIVE DATE: ______________________, 199_
2.
