Amended and Restated Stock Option Grant Program for Nonemployee Directors under the InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan
This agreement outlines the terms for granting stock options to nonemployee directors of InfoSpace, Inc. Under the program, eligible directors receive an initial grant of 50,000 stock options upon joining the board and annual grants of 30,000 options after each annual meeting, with certain timing restrictions. All options vest immediately and have a seven-year term. The exercise price is set at the fair market value on the grant date. The Board may amend the program, but changes cannot reduce existing rights without the director's consent.
Exhibit 10.1
TERMS OF THE AMENDED AND RESTATED STOCK OPTION GRANT PROGRAM FOR NONEMPLOYEE DIRECTORS UNDER THE
INFOSPACE, INC. RESTATED 1996 FLEXIBLE STOCK INCENTIVE PLAN
Amended and Restated as of September 18, 2009
The following provisions set forth the terms of the stock option grant program (the "Program") for nonemployee directors of InfoSpace, Inc. (the "Company") under the InfoSpace, Inc. Restated 1996 Flexible Stock Incentive Plan (the "Plan"). The following terms are intended to supplement, not alter or change, the provisions of the Plan, and in the event of any inconsistency between the terms contained herein and in the Plan, the Plan shall govern. All capitalized terms that are not defined herein shall be as defined in the Plan.
1. Eligibility
Each elected or appointed director of the Company who is not otherwise an employee of the Company or an Affiliate (an "Eligible Director") shall be eligible to receive Initial Grants and Annual Grants under the Plan, as described below.
2. Initial Grants
(a) Each Eligible Director elected to the Board on or after September 18, 2009, shall receive a nonqualified stock option to purchase 50,000 shares of the Company's Stock, which shall be granted to each Eligible Director upon such Eligible Director's initial election to the Board.
(b) Initial grants ("Initial Grants") shall be fully vested immediately upon grant.
3. Annual Grants
Commencing with the 2010 Annual Stockholders' Meeting, each Eligible Director shall automatically receive a nonqualified stock option to purchase 30,000 shares of Stock immediately following each year's Annual Meeting (each, an "Annual Grant"); provided that any Eligible Director who received an Initial Grant within three months prior to an Annual Meeting shall not receive an Annual Grant until immediately following the second Annual Meeting after the date of such Initial Grant. Annual Grants shall be fully vested immediately upon grant.
4. Option Exercise Price
The exercise price of an option shall be the "fair market value" of the Stock on the date of grant, as that term is defined in the Plan.
5. Manner of Option Exercise
An option shall be exercised by giving the required notice to the Company, stating the number of shares of Stock with respect to which the option is being exercised, accompanied by payment in full for such Stock, which payment may be in whole or in part (a) in cash or check, (b) in shares of Stock owned by the Eligible Director for at least six months (or such shorter period necessary to avoid a charge to the Company's earnings for financial reporting purposes) having a fair market value on the day prior to the exercise date equal to the aggregate option exercise price, or (c) by delivery of a properly executed exercise notice, together with irrevocable instructions to a broker, to promptly deliver to the Company the amount of sale or loan proceeds to pay the exercise price, all in accordance with the regulations of the Federal Reserve Board.
6. Term of Options
Each option shall expire seven years from the date of grant thereof.
7. Amendment
The Board may amend the provisions contained herein in such respects as it deems advisable. Any such amendment shall not, without the consent of the Eligible Director, impair or diminish any rights of an Eligible Director or any rights of the Company under an option.
Provisions of the Plan (including any amendments) that were not discussed above, to the extent applicable to Eligible Directors, shall continue to govern the terms and conditions of options granted to Eligible Directors.
