Dice Inc. Contracts
Sample Business Contracts
1996 Stock Plan - EarthWeb Inc.
EARTHWEB, INC.
1996
AMENDED AND RESTATED
STOCK PLAN
1. Purpose. The purpose of this Plan is to advance the interests of
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EARTHWEB, INC. (the "Company") by providing an opportunity to selected key
employees (as defined in Paragraph 2(b)) of, and consultants (as defined in
Paragraph 2(a)) to, the Company to purchase shares (the "Shares") of the Common
Stock, par value $.10 per share (the "Common Stock"), of the Company. By
encouraging stock ownership, the Company seeks to attract, retain and motivate
key employees and consultants. It is intended that this purpose will be effected
by the granting of (i) incentive stock options ("Incentive Options") as
described in Section 422A of the Internal Revenue Code of 1986, as amended (the
"Code);" (ii) nonqualified stock options ("Nonqualified Options", and, together
with the Incentive Options, the "Options") as provided herein; and (iii) rights
to purchase shares of Common Stock ("Restricted Stock") of the Company pursuant
to restricted stock agreements and subscription agreements as provided herein
("Purchase Rights" and collectively with the Options, the "Stock Incentives").
2. Definitions.
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(a) The term "consultants" means those persons, other than employees
of the Company, who provide services to the Company, including members of
advisory boards of the Company and non-employee directors of the Company,
and who are determined by the Compensation Committee to be eligible for
Stock Incentives under this Plan.
(b) The term "key employees" means those executive, administrative,
operational, engineering or managerial employees who are determined by the
Compensation Committee to be eligible for Stock Incentives under this Plan.
(c) The term "optionee" means an individual to whom an Option is
granted under this Plan.
(d) The term "grantee" means an individual to whom a purchase right
is granted under this Plan.
3. Effective Date. This Plan became effective on October 25, 1996, the
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date it was adopted by the Board of Directors of the Company.
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4. Stock Subject To The Plan. The Shares that may be purchased
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(through the exercise of Options or the purchase of Restricted Stock) under this
Plan shall not exceed in the aggregate 239,234 Shares. If any Stock Incentives
granted under the Plan shall terminate, expire or be cancelled as to any Shares,
new Stock Incentives may thereafter be granted covering such Shares. In
addition, any Shares purchased under this Plan subsequently repurchased by the
Company pursuant to the terms hereof may again be granted under the Plan. The
Shares issued upon exercise of Stock Incentives under this Plan may, in whole or
in part, be either authorized but unissued Shares or issued Shares reacquired by
the Company. Notwithstanding any other provisions of this Plan, the aggregate
number of Shares subject to outstanding Options granted under the Plan, plus the
aggregate number of Shares issued upon the exercise of all Options granted under
the Plan, shall never be permitted to exceed the number of Shares specified in
the first sentence of section 4, except in accordance with subsection 8(a)
below.
5. Administration. The Plan shall be administered by the Board of
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Directors of the Company (the "Board"), or by a committee appointed by the Board
which shall not have less than two (2) members (in either case, the
"Compensation Committee"). No Option shall be granted to a director or officer
of the Company except: (a) by the Board when, as and if all of its members are
disinterested persons, or (b) by a Compensation Committee other than the Board
when the Compensation Committee is composed of two (2) or more directors having
full authority to act in the matter and each member of the Compensation
Committee is a disinterested person. "Disinterested person" for this purpose,
shall mean a person who, at the time he exercises discretion in administering
the Plan, has not at any time within one (1) year prior thereto been a person to
whom stock may be allocated or to whom stock options or stock appreciation
rights may be granted pursuant to the Plan or any other plan of the Company or
any of its affiliates entitling the participants therein to acquire stock, stock
options or stock appreciation rights of the Company or any of its affiliates.
The Compensation Committee may delegate nondiscretionary administrative duties
to such employees of the Company as it deems proper. Subject to the provisions
of the Plan, the Compensation Committee shall have the sole authority, in its
discretion:
(a) to determine to which of the eligible individuals, and the time
or times at which, Options shall be granted;
(b) to determine the number of shares of Common Stock to be subject
to Options granted to each eligible individual;
(c) to determine the price to be paid for the shares of Common
Stock upon the exercise of each Option;
(d) to determine the term and the exercise schedule of each Option;
(e) to determine the terms and conditions of each stock option
agreement (which need not be identical) entered into between the Company
and any eligible individual to whom the Compensation Committee has granted
an Option;
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(f) to interpret the Plan; and
(g) to make all determinations deemed necessary or advisable for
the administration of the Plan.
The Compensation Committee, if any, shall be appointed by and shall
serve at the pleasure of the Board of Directors of the Company. No member of the
Compensation Committee shall be liable for any action or determination made with
respect to the Plan.
6. Eligible Employees and Consultants. Incentive Options may be
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granted to such key employees of the Company, including members of the Board of
Directors who are also employees of the Company, as are selected by the
Compensation Committee or Board of Directors. Nonqualified Options and purchase
rights may be granted to such key employees and consultants of the Company,
including members of the Board of Directors, as are selected by the Compensation
Committee or the Board of Directors. The term "employee" includes an officer or
director who is an employee of the Company or a parent or subsidiary of it, as
well as a non-officer, non-director employee of the Company or a parent or
subsidiary of it.
7. Duration of the Plan. This Plan shall terminate ten (10) years from
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the effective date of this Plan, unless terminated earlier pursuant to Paragraph
13 hereof, and no Stock Incentives may be granted after such termination.
8. Restrictions on Incentive Options. Incentive Options (but not
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Nonqualified Options) granted under this Plan shall be subject to the following
restrictions:
(a) Limitation on Number of Shares. The aggregate fair market
value, determined as of the date the Incentive Option is granted, of the
Shares with respect to which Incentive Options are exercisable for the
first time by an employee during any calendar year shall not exceed
$100,000. If an employee is eligible to participate in any other incentive
stock option plans of the Company which are also intended to comply with
the provisions of Section 422A of the Code, the applicable annual
limitation shall apply to the aggregate number of Shares for which
incentive stock options may be granted under all such plans. An Incentive
Option may be granted which exceeds the $100,000 limitation, as long as
under then applicable law the portion of such Option which is exercisable
for shares in excess of the $100,000 limitation shall be treated as a
Nonqualified Option. No Incentive Options may be exercised until and unless
the Plan is approved by the shareholders within one year of the date
hereof, such approval to be expressed in any legal way under New York law.
(b) 10% Stockholder. If any employee to whom an Incentive Option
is granted pursuant to the provisions of the Plan is on the date of grant
the owner of stock (as determined under Section 425(d) of the Code)
possessing more than 10% of the total combined voting power of all classes
of stock of the Company (or of any parent or subsidiary of the Company),
then the following special provisions shall be applicable to the Incentive
Option granted to such individual:
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(i) The Option price per Share subject to such Incentive Option
shall not be less than 110% of the fair market value of one
Share on the date of grant; and
(ii) The Incentive Option shall not have a term in excess of five
(5) years from the date of grant.
In determining stock ownership, an optionee shall be considered as owning the
voting capital stock owned, directly or indirectly, by or for his brothers and
sisters, spouse, ancestors and lineal descendants. Voting capital stock owned,
directly or indirectly, by or for a corporation, partnership, estate or trust
shall be considered as being owned proportionately by or for its shareholders,
partners or beneficiaries, as applicable. Common Stock with respect to which
any such optionee holds an Option shall not be counted. Additionally,
outstanding capital stock shall include all capital stock actually issued and
outstanding immediately after the grant of the Option to the optionee.
Outstanding capital stock shall not include capital stock authorized for issue
under outstanding Options held by the optionee or by any other person.
9. Terms and Conditions of Options. Incentive and Nonqualified Options
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granted under this Plan shall be evidenced by stock option agreements in such
form and not inconsistent with the Plan as the Compensation Committee or the
Board of Directors shall approve from time to time, which agreements shall
evidence the following terms and conditions:
(a) Price.
(i) Incentive Options. Subject to the condition of subsection
(b)(i) of Paragraph 8, if applicable, with respect to each Incentive
Option, the purchase price per Share payable upon the exercise of each
Incentive Option granted hereunder shall be determined by the
Compensation Committee or the Board of Directors and shall be not less
than 100% of the fair market value of one Share on the day the Option is
granted.
(ii) Nonqualified Options. With respect to each Nonqualified
Option, the purchase price per Share payable upon the exercise of each
Nonqualified Option granted hereunder shall be determined by the
Compensation Committee or the Board of Directors at the time the
Nonqualified Option is granted, but shall not be less than 40% of fair
market value at the time of grant.
(b) Number of Shares. Each Option agreement shall specify the
number of Shares to which it pertains.
(c) Exercise. Subject to the conditions of subsections (a) and
(b)(ii) of Paragraph 8, if applicable, each Option shall be exercisable for
the full amount or for any part thereof and at such intervals or in such
installments as the Compensation Committee or the Board of Directors may
determine at the time it grants such Option; provided, however, that no
Option shall be exercisable with respect to any Shares later than seven (7)
years after the date of the grant of such Option.
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(d) Notice of Exercise and Payment. An Option shall be exercisable
only by delivery of a written notice to the Compensation Committee or the
Board of Directors, any member of the Compensation Committee or the Board
of Directors, the Company's Treasurer, or any other officer of the Company
designated by the Compensation Committee or the Board of Directors to
accept such notices on its behalf, specifying the number of Shares for
which it is exercised. If such Shares are not at the time effectively
registered under the Securities Act of 1933, as amended, the optionee shall
include with such notice a letter, in form and substance satisfactory to
the Company, confirming that such Shares are being purchased for the
optionee's own account for investment and not with a view to the resale or
distribution thereof. Payment shall be made in full at the time of delivery
to the optionee of a certificate or certificates covering the number of
Shares for which the Option was exercised. Payment shall be made (i) by
cash or check, (ii) if permitted by the Compensation Committee or the Board
of Directors, by delivery and assignment to the Company of shares of the
Company's stock having a fair market value (as determined by the
Compensation Committee) equal to the exercise price, or (iii) by a
combination of (i) and (ii). The value of the shares of the Company's stock
for such purpose shall be its fair market value as of the date the Option
is exercised, as determined in accordance with procedures to be established
by the Compensation Committee.
(e) Withholding Taxes; Delivery of Shares. The Company's
obligation to deliver Shares upon exercise of a Nonqualified Option, in
whole or in part, shall be subject to the optionee's satisfaction of all
applicable federal, state and local income and employment tax withholding
obligations. The optionee may satisfy the obligation, in whole or in part,
by electing to have the Company withhold Shares having a value equal to the
amount required to be withheld. The value of Shares to be withheld shall be
based on the fair market value of the Shares on the date the amount of tax
to be withheld is to be determined. If Common Stock acquired by exercise of
an Incentive Option granted pursuant to this Plan is disposed of within two
(2) years from the date of grant of the Option or within one (1) year after
the transfer of the Common Stock to the optionee, the holder of the Common
Stock immediately prior to the disposition shall promptly notify the
Company in writing of the date and terms of the disposition and shall
provide such other information regarding the disposition as the Company may
reasonably require.
(f) Non-Transferability. No Option shall be transferable by the
optionee otherwise than by will or the laws of descent or distribution, and
each Option shall be exercisable during his or her lifetime only by him or
her (except as otherwise provided for in subsection (g) below).
(g) Termination of Options. Each Option shall terminate and may no
longer be exercised if the optionee ceases for any reason to be an employee
of, or consultant to, the Company, except that:
(i) if the optionee's performance of services shall have
terminated for any reason other than cause, resignation
or other voluntary action before his or her eligibility
to retire, disability (as defined below) or
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death, he or she may at any time within a period of
thirty (30) days after such termination of the
performance of services exercise his or her Option to the
extent that the Option was exercisable by him or her on
the date of termination of his or her performance of
services;
(ii) if the optionee ceases to be an employee of the Company
because of disability within the meaning of Section
22(e)(3) of the Code, the optionee may, at any time
within a period of one (1) year after the termination of
employment due to such disability, exercise his or her
Option to the extent that the Option was exercisable by
him or her on the date of termination of his or her
employment or performance of services; and
(iii) if the optionee dies at a time when the Option was
exercisable by him or her, then his or her estate,
personal representative or beneficiary to whom it has
been transferred may, at any time within a period of one
(1) year following his or her death if the optionee's
performance of services shall have been terminated by his
or her death, or for the period following the termination
of his or her performance of services during which the
Option would have remained exercisable under clauses (i)
or (ii) above if the optionee's performance of services
shall have been terminated prior to his or her death,
exercise the Option to the extent the optionee might have
exercised it at the time of his or her death; provided,
however, that no Option may be exercised to any extent by
anyone after the date of expiration of the Option.
(h) Rights as Stockholder. The optionee shall have no rights as a
shareholder with respect to any Shares covered by his or her Option until
the date of issuance of a stock certificate to him or her for such Shares.
(i) Repurchase of Shares by the Company. Any Shares purchased by
an optionee upon exercise of an Option may in the discretion of the
Compensation Committee or the Board of Directors be subject to repurchase
by the Company if and to the extent specifically set forth in the agreement
pursuant to which the Shares were purchased.
10. Terms and Conditions of Purchase Rights. Purchase rights granted
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under this Plan shall be evidenced by restricted stock agreements and
subscription agreements in such form and not inconsistent with the Plan as the
Compensation Committee or Board of Directors shall approve from time to time,
which agreements shall include the following terms and conditions:
(a) Price. The purchase price of each Share purchased by key
employees or consultants pursuant to a purchase right hereunder shall be
the price determined by the Compensation Committee or the Board of
Directors at the time such purchase right is granted.
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(b) Number of Shares. Each restricted stock agreement and
subscription agreement shall specify the number of Shares to which it
pertains.
(c) Investment Intent and Payment. If the Shares purchased are not
at the time effectively registered under the Securities Act of 1933, as
amended, the restricted stock agreement and subscription agreement shall
provide that the grantee is purchasing such Shares for the grantee's own
account for investment and not with a view to the resale or distribution
thereof. Payment shall be made in full at the time of delivery to the
Company by the grantee of an executed restricted stock agreement and
subscription agreement covering the number of Shares for which the purchase
right was granted. An officer or an agent of the Company shall be entitled
to retain in escrow for the benefit of the grantee stock certificates
representing Shares which are subject to a repurchase option of the
Company, as described in subsection (f) below. Payment for Shares shall be
made (i) by cash or check, (ii) if permitted by the Compensation Committee
or the Board of Directors, by delivery and assignment to the Company of
shares of the Company's stock having a fair market value (as determined by
the Compensation Committee) equal to the purchase price, or (iii) by a
combination of (i) and (ii). The value of the shares of the Company's stock
for such purpose shall be its fair market value as of the date of the
restricted stock agreement, as determined in accordance with procedures to
be established by the Compensation Committee.
(d) Withholding Taxes; Delivery of Shares. The Company's
obligation to deliver the Shares to the grantee shall be subject to the
grantee's satisfaction of all applicable federal, state and local income
and employment tax withholding obligations. The grantee may satisfy such
withholding obligations, in whole or in part, by electing to have the
Company withhold Shares having a value equal to the amount required to be
withheld. The value of the Shares to be withheld shall be based on the fair
market value of such Shares as of the date the amount of tax is to be
determined.
(e) Non-Transferability. Any Shares purchased by a grantee
pursuant to a purchase right hereunder may, in the discretion of the
Compensation Committee or Board of Directors, be subject to transfer
restrictions if and to the extent specifically set forth in the restricted
stock agreement governing such purchase.
(f) Repurchase of Shares by the Company. Any Shares purchased by a
grantee pursuant to a purchase right hereunder may, in the discretion of
the Compensation Committee or the Board of Directors, be subject to
repurchase by the Company if and to the extent set forth in the restricted
stock agreement governing such purchase.
(g) Rights as Stockholder. Except for the limitations on
transferability and the Company's repurchase rights set forth above, the
grantee of a purchase right shall, upon purchase of Shares, possess all
rights as a holder of Common Stock of the Company.
11. Stock Dividends; Stock Splits; Stock Combinations;
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Recapitalizations. Appropriate adjustment shall be made in the maximum number
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of Shares of Common Stock
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subject to the Plan and in the number, kind and price of Shares covered by any
Stock Incentive granted hereunder to give effect to any stock dividends or other
distributions, stock splits, stock combinations, recapitalizations and other
similar changes in the capital structure of the Company after the effective date
of the Plan.
12. Merger; Sale Of Assets; Dissolutions. In the event of a change of
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the Common Stock resulting from a merger or similar reorganization as to which
the Company is the surviving corporation, the number and kind of shares which
thereafter may be subject to Stock Incentives granted under this Plan and the
number, kind and price of Shares then subject to Stock Incentives shall be
appropriately adjusted in such manner as the Compensation Committee or the Board
of Directors may deem equitable to prevent substantial dilution or enlargement
of the rights available or granted hereunder. In the event of a merger or a
similar reorganization in which the Company does not survive, or a sale of all
or substantially all of the assets of the Company, the Company shall use
commercially reasonable efforts to make adequate provisions so that each
Incentive Option and Nonqualified Option outstanding hereunder, to the extent
not then exercised, shall continue with the same vesting schedule and, subject
to such vesting schedule, represent the right to purchase that number of shares
of stock, other securities or property, if any, to which the holder of such
Option would have been entitled had the non-exercised portion of such Option
been exercised in full on the date of such corporate action.
13. No Rights. Except as hereinabove expressly provided in Sections 10
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and 11, no optionee shall have any rights by reason of any subdivision or
consolidation of shares of the capital stock of any class or the payment of any
stock dividend or any other increase or decrease in the number of shares of any
class or by reason of any dissolution, liquidation, merger or consolidation or
spin-off of assets or stock of another corporation, and any issue by the Company
of shares of stock of any class or of securities convertible into shares of
stock of any class shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares subject to any Option
granted hereunder. The grant of an Option pursuant to this Plan shall not affect
in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.
14. Compliance with Applicable Laws. Notwithstanding any other
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provision of the Plan, the Company shall have no liability to issue any shares
under the Plan unless such issuance would comply with all applicable laws and
the applicable requirements of any securities exchange or similar entity. Prior
to the issuance of any shares under the Plan, the Company may require a written
statement that the recipient is acquiring the shares for investment and not for
the purpose or with the intention of distributing the shares.
15. Death of a Participant. In the event of the death of an optionee,
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any Options which the optionee was entitled to exercise on the date immediately
preceding his death shall be exercisable by the person or persons to whom those
rights pass by will or by the laws of descent and distribution. Any such
exercise shall be by written notice thereof filed with the Secretary of the
Company at the Company's corporate headquarters prior to the Option's expiration
date, and
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any person exercising such an Option shall be treated as an optionee for
purposes of the provisions of this Plan.
16. Employment And Shareholder Status. The Plan does not constitute a
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contract of employment, and any grant of Stock Incentives will not give any
employee the right to be retained in the employ of the Company. The grant of an
Option under the Plan shall not confer upon the holder thereof any right as a
shareholder of the Company. As of the date on which an optionee exercises an
Option, the optionee shall have all rights of a shareholder of record with
respect to the number of shares of Common Stock as to which the Option is
exercised, irrespective of whether certificates to evidence the shares of stock
have been issued on such date. If the redistribution of shares is restricted
pursuant to section 13, certificates representing such shares may bear a legend
referring to such restrictions.
17. Termination or Amendment of Plan. The Board of Directors may at
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any time terminate this Plan or make such changes in or additions to the Plan as
it deems advisable without further action on the part of the shareholders of the
Company, provided that no such termination or amendment shall adversely affect
or impair any then outstanding Stock Incentive without the consent of the person
holding such Stock Incentive.
18. Termination. The Plan shall terminate automatically on October 25,
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2006 and may be terminated at any earlier date by the Board. No Option shall be
granted hereunder after termination of the Plan, but such termination shall not
affect the validity of any Option then outstanding.
19. Time of Granting Options. The date of grant of an Option hereunder
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shall, for all purposes, be the date on which the Compensation Committee makes
the determination granting such Option.
20. Reservation of Shares. The Company, during the term of this Plan,
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will at all times reserve and keep available such number of shares of its Common
Stock as shall be sufficient to satisfy the requirements of the Plan.
21. Effective Date. This Plan was adopted by the Board of Directors
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and shareholders of the Company in accordance with the requirements of the Code
and the New York Business Corporation Law on October 25, 1996, and shall be
effective on said date, provided the Plan is approved within twelve (12) months
of said date. Options may be granted, but may not be exercised, prior to the
date of such shareholder approval.
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AMENDMENT TO THE EARTHWEB, INC. 1996 STOCK PLAN
This Amendment (this "Amendment") to the EarthWeb, Inc. 1996 Stock Plan
(such plan, as originally adopted, the "Original Plan" and, as amended to the
date hereof, the "Plan") as of October 25, 1997.
WHEREAS, the Original Plan was adopted by the Board of Directors of
EarthWeb, Inc. (the "Company") on October 25, 1996 and approved by the
stockholders of the Company as of February 5, 1997;
WHEREAS, as of February 6, 1997, the Board of Directors of the Company
approved this Amendment.
NOW, THEREFORE, the Plan is hereby amended in the manner set forth
below:
1. A new clause shall be added after clause (iii) of Section 9(g) of
the Plan (as a new clause modifying all of Section 9(g) and not only clause
(iii) thereof) and shall read as follows:
";provided, however, that the Board of Directors may grant options that
are not terminated when an employee ceases to be an employee or consultant of
the Company, for any reason, provided further, that the Stock Option Agreement
granting such options shall specifically state that such options will not be
terminated when such individual ceases to be an employee or consultant of the
Company."
2. Except as amended hereby, the Plan remains unchanged and in full
force and effect and is hereby ratified, confirmed and reconfirmed.
3. All references from and after the date hereof to the Plan, whether
contained in any agreement, instrument, document, note, certificate or writing
of any kind of character, shall be deemed to mean the Plan as amended by this
Amendment.
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IN WITNESS WHEREOF, this amendment has been executed as of February 6,
1997.
EARTHWEB, INC.
By: /s/ Jack D. Hidary
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AMENDMENT NO. 1 TO THE EARTHWEB INC. 1996 STOCK OPTION PLAN
This Amendment No. 1 (this "Amendment") to the EarthWeb Inc. 1996 Stock
Option Plan (such plan, as originally adopted, the "Original Plan" and, as
amended to the date hereof, the "Plan") as of June 27, 1997.
WHEREAS, the Original Plan was adopted by the Board of Directors of
EarthWeb Inc. (the "Company") on October 25, 1996; and
WHEREAS, as of June 27, 1997, the Board of Directors of the Company
approved this Amendment.
NOW, THEREFORE, the Plan is hereby amended in the manner set forth
below:
1. The first sentence of Section 4(a) of the Plan shall be deleted in
its entirety and be replaced by the following:
"The shares that may be purchased (through the exercise of Options or
the purchase of Restricted Stock) under this Plan shall not exceed an aggregate
of 331,722 Shares."
2. All other references in the Plan to the number of shares subject to
the Plan shall be changed to 331,722.
3. Except as amended hereby, the Plan remains unchanged and in full
force and effect and is hereby ratified, confirmed and reconfirmed.
4. All references from and after the date hereof to the Plan, whether
contained in any agreement, instrument, document, note, certificate or writing
of any kind or character, shall be deemed to mean the Plan as amended by this
Amendment.
IN WITNESS WHEREOF, this Amendment has been executed as of the date
first set forth above.
EarthWeb Inc.
By: /s/ Jack D. Hidary
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