EXHIBIT 99.5
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 GeoCities (the "Corporation") and _________________________________
("Optionee") evidencing the stock option (the "Option") granted on this date to
Optionee under the terms of the Corporation's 1998 Stock Incentive Plan, and
such provisions shall be effective immediately with such grant date. 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
CHANGE IN CONTROL
1. To the extent the Option is, in connection with a Change
in Control transaction, to be assumed or otherwise continued in full force or
effect in accordance with Paragraph 6 of the Option Agreement, the Option shall
not accelerate upon the occurrence of that Change in Control, and the Option
shall accordingly continue, over Optionee's period of Service after the Change
in Control, to become exercisable for the Option Shares in one or more
installments in accordance with the provisions of the Option Agreement. However,
immediately upon an Involuntary Termination of Optionee's Service within
eighteen (18) months following such Change in Control, the Option, to the extent
outstanding at the time but not otherwise fully exercisable, shall automatically
accelerate so that the Option shall become immediately exercisable for all the
Option Shares at the time subject to the Option and may be exercised for any or
all of those Option Shares as fully vested shares.
2. The Option as accelerated under Paragraph 1 shall remain
so exercisable until the earlier of (i) the Expiration Date or (ii) the
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expiration of the one (1)-year period measured from the date of the Optionee's
Involuntary Termination.
3. For purposes of this Addendum the following definition
shall be in effect:
(i) An Involuntary Termination shall mean the
termination of Optionee's Service by reason of:
(A) Optionee's involuntary dismissal or discharge
by the Corporation for reasons other than Misconduct, or
(B) Optionee's voluntary resignation following (A)
a change in Optionee's position with the Corporation (or
Parent or Subsidiary employing Optionee) which materially
reduces Optionee's duties and responsibilities or the level
of management to which Optionee reports, (B) 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 (C) a relocation of
Optionee's 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.
4. The provisions of Paragraph 1 of this Addendum shall
govern the period for which the Option is to remain exercisable following the
Involuntary Termination of Optionee's Service within eighteen (18) months after
the Change in Control and shall supersede any provisions to the contrary in
Paragraph 5 of the Option Agreement.
IN WITNESS WHEREOF, GeoCities has caused this Addendum to be executed
by its duly-authorized officer as of the Effective Date specified below.
GEOCITIES
By:
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Title:
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EFFECTIVE DATE: _________________, 199__
2.
