EXHIBIT 10.23
AQUANTIVE, INC.
RESTATED 1999 STOCK INCENTIVE COMPENSATION PLAN
NONQUALIFIED STOCK OPTION LETTER AGREEMENT
TO: _____________
We are pleased to inform you that you have been selected by the Company to
receive a stock option (the "Option") to purchase shares (the "Option Shares")
of the Company's Common Stock under the Company's Restated 1999 Stock Incentive
Compensation Plan (the "Plan").
The terms of the Option are as set forth in this Agreement and in the Plan
(located on the company's aQuanet under the Human Resources group, Stock | ESPP
page). The Plan is incorporated by reference into this Agreement, which means
that this Agreement is limited by and subject to the express terms and
provisions of the Plan. Capitalized terms that are not defined in this Agreement
have the meanings given to them in the Plan.
The most important terms of the Option are summarized as follows:
GRANT DATE/ NUMBER:
NUMBER OF SHARES:
EXERCISE PRICE:
EXPIRATION DATE:
VESTING BASE DATE:
TYPE OF OPTION: Nonqualified Stock Option
VESTING AND EXERCISABILITY: The Option will vest and become exercisable
according to the following schedule:
PORTION OF TOTAL OPTION
PERIOD OF CONTINUOUS SERVICE WHICH IS
FROM VESTING BASE DATE VESTED AND EXERCISABLE
One year from Vesting Base Date 5%
Quarterly vesting installments of 1.25% in year two 5%
Quarterly vesting installments of 2.5% in year three 10%
Quarterly vesting installments of 3.75% in year four 15%
Quarterly vesting installments of 6.25% in year five 25%
Quarterly vesting installments of 10% in year six 40%
Six years from Vesting Base Date 100%
TERMINATION OF OPTION: The unvested portion of the Option will terminate
automatically and without further notice immediately upon termination (voluntary
or involuntary) of your employment or service relationship with the Company or a
Related Corporation. The vested portion of the Option will terminate
automatically and without further notice on the earliest of the following dates:
(a) three months after termination of your employment or service
relationship with the Company or a Related Corporation for any reason other than
Retirement, Disability or death;
(b) one year after termination of your employment or service
relationship with the Company or a Related Corporation by reason of Retirement,
Disability or death; and
(c) the Expiration Date;
except, that if the Company or a Related Corporation terminates your services
for Cause, you will forfeit the unexercised portion of the Option, including
vested and unvested shares, on the date you are notified of your termination. If
you die while the Option is exercisable, the Option may be exercised until one
year after the date of death or the Expiration Date, whichever is earlier.
IT IS YOUR RESPONSIBILITY TO BE AWARE OF THE DATE YOUR OPTION TERMINATES.
METHOD OF EXERCISE: You may exercise the Option by giving written notice to the
Company, in form and substance satisfactory to the Company, which will state the
election to exercise the Option and the number of shares of Common Stock for
which you are exercising the Option. The written notice must be accompanied by
full payment of the exercise price for the number of shares of Common Stock you
are purchasing.
FORM OF PAYMENT: You may pay the Option exercise price, in whole or in part, in
cash, by check or, unless the Plan Administrator determines otherwise, by (a)
tendering (either actually or by attestation) mature shares of Common Stock
(generally shares you have held for a period of at least six months) having a
fair market value on the day prior to the date of exercise equal to the exercise
price (you should consult your tax advisor before exercising the Option with
stock you received upon the exercise of an incentive stock option); (b) if and
so long as the Common Stock is registered under the Securities Exchange Act of
1934, as amended, delivery of a properly executed exercise notice together with
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds necessary to pay the exercise price, all in
accordance with the regulations of the Federal Reserve Board; or (c) such other
consideration as the Plan Administrator may permit.
WITHHOLDING TAXES: As a condition to the exercise of the Option, you must make
such arrangements as the Company may require for the satisfaction of any
federal, state or local withholding tax obligations that may arise in connection
with such exercise. The Company has the right to retain without notice
sufficient shares of stock to satisfy the withholding obligation. Unless the
Plan Administrator determines otherwise, you may satisfy the withholding
obligation by electing to have the Company withhold from the shares to be issued
upon exercise that number of shares having a fair market value equal to the
amount required to be withheld (up to the minimum required federal tax
withholding rate). The Company may also deduct from the shares to be issued upon
exercise any other amounts due from you to the Company.
LIMITED TRANSFERABILITY: During your lifetime only you can exercise the Option.
The Option is not transferable except by will or by the applicable laws of
descent and distribution, unless the Plan Administrator determines otherwise.
The Plan provides for
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exercise of the Option by a designated beneficiary or the personal
representative of your estate.
REGISTRATION: At the present time, the Company has an effective registration
statement with respect to the Option Shares. The Company intends to maintain
this registration but has no obligation to do so. In the event that such
registration ceases to be effective, you will not be able to exercise the Option
unless exemptions from registration under federal and state securities laws are
available; such exemptions from registration are very limited and might be
unavailable. By accepting the Option, you hereby acknowledge that you have read
and understand Section 15.3 of the Plan.
BINDING EFFECT: This Agreement will inure to the benefit of the successors and
assigns of the Company and be binding upon you and your heirs, executors,
administrators, successors and assigns.
LIMITATION ON RIGHTS; NO RIGHT TO FUTURE GRANTS; EXTRAORDINARY ITEM OF
COMPENSATION: By entering into this Agreement and accepting the grant of the
Option evidenced hereby, you acknowledge: (a) that the Plan is discretionary in
nature and may be suspended or terminated by the Company at any time; (b) that
the grant of the Option is a one-time benefit which does not create any
contractual or other right to receive future grants of options, or benefits in
lieu of options; (c) that all determinations with respect to any such future
grants, including, but not limited to, the times when options will be granted,
the number of shares subject to each option, the option price, and the time or
times when each option will be exercisable, will be at the sole discretion of
the Company; (d) that your participation in the Plan is voluntary; (e) that the
value of the Option is an extraordinary item of compensation which is outside
the scope of your employment contract, if any; (f) that the Option is not part
of normal or expected compensation for purposes of calculating any severance,
resignation, redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments; (g) that the vesting of the
Option ceases upon termination of employment or service relationship with the
Company for any reason except as may otherwise be explicitly provided in the
Plan or this Agreement or otherwise permitted by the Plan Administrator; (h)
that the future value of the underlying Option Shares is unknown and cannot be
predicted with certainty; and (i) that if the underlying Option Shares do not
increase in value, the Option will have no value.
Please execute the following Acceptance and Acknowledgment and return it to our
Stock Plan Administrator at your earliest convenience.
Very truly yours,
AQUANTIVE, INC.
___________________
(authorized xxxxxx)
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ACCEPTANCE AND ACKNOWLEDGMENT
I, the undersigned, accept the Option described in this Agreement and in the
Plan, and acknowledge receipt of a copy of this Agreement and a copy of the
Plan. I have read and understand the Plan.
Dated: _______________________________ _____________________________________
ID (masked to last 3 digits):
Option Date:
Option Number:
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SCHEDULE OF OPTION GRANTS
NAME GRANT DATE NUMBER OF SHARES EXERCISE PRICE EXPIRATION DATE VESTING BASE DATE
--------------- -------------- ---------------- -------------- --------------- -----------------
Xxxxxxx Xxxxxx March 17, 2005 350,000 $11.00 March 17, 2015 March 17, 2005
Xxxxx Xxxxxx March 17, 2005 350,000 $11.00 Xxxxx 00, 0000 Xxxxx 17, 2005
Xxxxx XxXxxxxxx March 18, 2005 500,000 $10.77 March 18, 2015 March 18, 2005
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