Exhibit 4(f)
MEDIA METRIX, INC.
AMENDED AND RESTATED
STOCK OPTION AGREEMENT
AGREEMENT made as of the 2nd day of October, 1998, by and between
MEDIA METRIX, INC., a Delaware corporation (the "Company") and Xxxxx Xxxxxx (the
"Optionee").
W I T N E S S E T H
WHEREAS, PC Meter, L.P. (the "Partnership"), the Company's
predecesor, granted to the Optionee on July 1, 1996 (the "Original Grant Date"),
an option (the "Original Option") to purchase 1,200 Class B limited partnership
units; and
WHEREAS, upon the consummation of the Partnership and the Company,
the Original Option was converted into an option to purchase 15,300 shares of
common stock, $.01 par value, of the Company (the "Common Stock") at a purchase
price per share of $1.00;
WHEREAS, in connection with the transactions contemplated by the
Agreement and Plan of Reorganization between the Company and RelevantKnowledge,
Inc. dated as of September 30, 1998, the Company has decided to amend its
outstanding options to grant to its option holders more favorable terms by
amending the provisions regarding the exercisability of options; and
WHEREAS, the Company and Optionee wish to amend and restate the
Original Option to reflect such changes in the provisions of the option.
NOW, THEREFORE, the parties hereto agree as follows:
1. GRANT. The Company hereby affirms the grant to the Optionee of an
option to purchase 15,300 shares of Common Stock on July 1, 1996 at a purchase
price per share of $1.00. This option is intended to be treated as an option
that qualifies as an incentive stock option within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
2. RESTRICTIONS ON EXERCISABILITY. Except as specifically provided
otherwise herein, the option will become exercisable in accordance with the
following schedule based upon the period of the Optionee's continuous employment
or service with the Company or a subsidiary thereof following the Original Grant
Date:
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Period Incremental Cumulative
of Continuous Percentage Percentage
Employment/ of Option of Option
Service Exercisable Exercisable
------------- ----------- -----------
Less than 1 year 0% 0%
1 year 33 1/3 % 33 1/3 %
2 years 33 1/3% 66 2/3%
3 years or more 33 1/3 % 100%
If the Optionee performs services for the Company or a subsidiary thereof in a
capacity other than as a director or employee, then, for purposes hereof, those
services will be deemed to be continuous until they are terminated, and they
will be deemed to be terminated at the time provided therefor in the consulting
or other agreement governing the performance of such services or, if there is no
such agreement, at the time the Company or such subsidiary notifies the Optionee
that it no longer contemplates the utilization of such services. Unless sooner
terminated, the option will expire if and to the extent it is not exercised
within ten years from the date hereof.
3. EXERCISE. Only the portion of the option that has vested may be
exercised. The option may be exercised in whole or in part in accordance with
the above schedule by delivering to the Secretary of the Company (a) a written
notice specifying the number of shares to be purchased, and (b) payment in full
of the exercise price, together with the amount, if any, deemed necessary by the
Company to enable it to satisfy any income tax withholding obligations with
respect to the exercise (unless other arrangements acceptable to the Company are
made for the satisfaction of such withholding obligations).
4. PAYMENT OF EXERCISE PRICE. The exercise price shall be payable in
cash or by bank or certified check. The Company may (in its sole and absolute
discretion) permit all or part of the exercise price to be paid with
previously-owned shares of Common Stock, or in installments (together with
interest) over a period of not more than five years, evidenced by the Optionee's
secured promissory note.
5. RIGHTS AS STOCKHOLDER. No shares of Common Stock shall be sold or
delivered hereunder until full payment for such shares has been made (or, to the
extent payable in installments, provided for). The Optionee shall have no rights
as a stockholder with respect to any shares covered by the option until a stock
certificate for such shares is issued to the Optionee. Except as otherwise
provided herein, no adjustment shall be made for dividends or distributions of
other rights for which the record date is prior to the date such stock
certificate is issued.
6. NONTRANSFERABILITY. The option is not assignable or transferable
except upon the Optionee's death to a beneficiary designated by the Optionee or,
if no designated beneficiary shall
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survive the Optionee, pursuant to the Optionee's will and/or the laws of descent
and distribution. During an Optionee's lifetime, the option may be exercised
only by the Optionee or the Optionee's guardian or legal representative.
7. TERMINATION OF SERVICE, DISABILITY OR DEATH. Unless otherwise
determined by the Board, if the Optionee's employment or service with the
Company is terminated for any reason other than death or disability (as defined
below), then each outstanding option granted to him or her under the Plan will
terminate on the date three months after the date of such termination of
employment or service, provided, however, that, if the Optionee's employment or
service is terminated by the Company for cause (defined below), then the option
will terminate upon the date of such termination of employment or service. If
the Optionee's employment or service is terminated by reason of the Optionee's
death or disability, then each outstanding option granted to the Optionee under
the Plan that is not then vested shall terminate immediately and each option
that is then vested will terminate on the date one year after the date of such
termination of employment or service. If the Optionee's employment or service is
terminated by reason of his or her disability and the Optionee dies within one
year after such termination of employment or service, then each option that is
vested on the date of termination will terminate on the first anniversary of the
later death of the disabled Optionee. For purposes hereof, the term "disability"
means the inability of the Optionee to perform the customary duties of the
Optionee's employment or other service for the Company by reason of a physical
or mental incapacity that is expected to result in death or be of indefinite
duration; and the term "cause" means (a) the Optionee's failure or refusal to
perform the duties of the Optionee's employment with the Company, (b) the
Optionee's commission of a crime involving moral turpitude, (c) the Optionee's
conviction for commission of a felony, (d) any attempt by the Optionee to
improperly secure any personal profit in connection with the business of the
Company or (e) the Optionee's dishonesty or willful engagement in conduct that
is injurious to the business or reputation of the Company, all as determined by
the Board in its sole discretion.
8. OTHER PROVISIONS. Notwithstanding anything herein to the
contrary, the option may not be exercised unless and until the Optionee complies
with all conditions the Board of Directors may impose in connection with federal
or state securities laws, as it may deem necessary or advisable. As a condition
of the option grant hereunder, the Optionee represents that the Optionee is
acquiring the option and any stock upon the exercise hereof, for investment only
and not with a view toward the distribution thereof.
9. CAPITAL CHANGES, REORGANIZATION, SALE.
(c) In the event of a Recapitalization (as defined below) the
number and class of shares and the exercise price per share of stock covered by
this option shall all be proportionately adjusted to reflect such
Recapitalization, in each case as determined by the Board in its sole
discretion. If by reason of a Recapitalization, the Optionee becomes entitled to
exercise this option with respect to new, additional or different shares of
stock or other securities, the option and such new, additional or different
shares or other securities shall be subject to all of the conditions
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which were applicable prior to such Recapitalization. "Recapitalization" means
any increase or reduction in the number of shares of Common Stock or securities
of the Company or the exchange or conversion of Common Stock or securities of
the Company for a different number or kind of shares of stock or other
securities, in any case, by reason of a reclassification, recapitalization,
merger, consolidation, reorganization, distribution, split or reverse split,
combination or exchange of shares or securities or other similar event.
(b) In the event of any adjustment in the number of shares
covered by this option pursuant to the provisions hereof, any fractional shares
resulting from such adjustment will be disregarded and the option will cover
only the number of full shares resulting from the adjustment.
(c) All adjustments under this Section 9 shall be made by the
Board of Directors of the Company, and its determination as to what adjustments
shall be made, and the extent thereof, shall be final, binding and conclusive.
10. NO EMPLOYMENT RIGHTS. Nothing in this agreement shall give the
Optionee any right to continue in the employ or service of the Company or a
subsidiary thereof, or interfere in any way with the right of the Company or a
subsidiary thereof to terminate the employment or service of the Optionee.
11. PROVISIONS OF PLAN. The provisions of the Plan shall govern if
and to the extent that there are inconsistencies between those provisions and
the provisions hereof. The Optionee acknowledges receipt of a copy of the Plan
prior to the execution of this agreement.
12. ADMINISTRATION. The Board of Directors of the Company will have
full power and authority to interpret and apply the provisions of this agreement
and its decision as to any matter arising under this agreement shall be binding
and conclusive as to all persons.
13. GOVERNING LAW. This agreement shall be governed by and construed
in accordance with the laws of the State of New York. This agreement constitutes
the entire agreement between the parties with respect to the subject matter
hereof and may not be modified except by written instrument executed by the
parties.
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IN WITNESS WHEREOF, this agreement has been executed as of the date
first above written.
MEDIA METRIX, INC.
/s/ XXX XXXXXXX
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By: Xxx Xxxxxxx
/s/ XXXXX XXXXXX
---------------------------------
Optionee
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