Salary.com, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • January 19th, 2007 • Salary. Com, Inc. • Services-prepackaged software • New York
Salary.com, Inc., a Delaware corporation (“Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares of Common Stock (“Stock”) of the Company, and, at the election of the Underwriters, up to [ ] additional shares of Stock, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ] shares, and, at the election of the Underwriters, up to [ ] additional shares of Stock. The aggregate of [ ] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [ ] additional shares to be sold by the Company and the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 her
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 19th, 2007 • Salary. Com, Inc. • Services-prepackaged software • Delaware
This Agreement made and entered into this day of , (the “Agreement”), by and between Salary.com, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and (the “Indemnitee”):
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE SALARY.COM, INC.Non-Qualified Stock Option Agreement • January 19th, 2007 • Salary. Com, Inc. • Services-prepackaged software
Pursuant to the Salary.com, Inc. 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Salary.com, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE SALARY.COMNon-Qualified Stock Option Agreement • January 19th, 2007 • Salary. Com, Inc. • Services-prepackaged software
Pursuant to the Salary.com, Inc. 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Salary.com, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
INCENTIVE STOCK OPTION AGREEMENT UNDER THE SALARY.COMIncentive Stock Option Agreement • January 19th, 2007 • Salary. Com, Inc. • Services-prepackaged software
Pursuant to the Salary.com, Inc. 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Salary.com, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
RESTRICTED STOCK AWARD AGREEMENT UNDER THE SALARY.COM, INC.Restricted Stock Award Agreement • January 19th, 2007 • Salary. Com, Inc. • Services-prepackaged software
Pursuant to the Salary.com, Inc. 2007 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Salary.com, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan.
