EXHIBIT 10.12
VICINITY CORPORATION
AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENTS
In connection with the grant to ▇▇▇▇▇ ▇▇▇▇▇▇▇ ("Optionee") of an
Incentive Stock Option to purchase 130,000 shares of Common Stock (the "Shares")
of Vicinity Corporation, a California corporation (the "Company"), as evidenced
by those certain Incentive Stock Option Agreement dated June 16, 1998 (the
"Option Agreement"), the Company and Optionee hereby agree to amend the Option
Agreement as follows:
(i) The section entitled "Vesting Schedule", on page one of the
Option Agreement, is hereby amended to add the following new
paragraph at the end of this section:
"In the event the Company enters into a transaction or series of
related transactions in which (i) the Company consolidates or merges with any
other corporation or business entity, after which the holders of the Company's
outstanding shares immediately before such consolidation or merger do not,
immediately after such consolidation or merger, retain stock or other equity
interests representing a majority of the voting power of the surviving
corporation or business entity or (ii) all or substantially all of the assets or
capital stock of the Company are sold, then all of the Shares subject to the
Option Agreements that are subject to vesting during the twelve month period
following any such transaction shall immediately vest and/or be released from
the Company's repurchase option, as set forth in the Restricted Stock Purchase
Agreement ("Accelerated Vesting"), provided that Optionee remains an employee of
the entity that acquires the Company pursuant to (i) or (ii) above for a period
of six (6) months or is terminated without cause during such six (6) month
period. In the event such Accelerated Vesting affects pooling or affects the
Company's ability to enter into a transaction described in (i) or (ii) above,
then the Options subject to Accelerated Vesting above shall not vest and/or be
released from the Company's repurchase option on an accelerated basis. All
Options not subject to Accelerated Vesting shall be subject to the terms and
conditions of the applicable Stock Option Plan. In the event the Company enters
into a transaction set forth in (i) or (ii) above, Optionee shall have the right
to elect either the Accelerated Vesting set forth in this paragraph or
accelerated vesting under any similar provisions set forth in the applicable
Stock Option Plan."
(ii) All other terms, conditions and representations in the
Option Agreement shall remain unaltered by this Amendment.
IN WITNESS WHEREOF, the undersigned parties have executed this
Amendment to Incentive Stock Option Agreement effective as of August 19, 1998.
VICINITY CORPORATION
a California corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
___________________________
Title: ________________________
_______________________________
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