OpLoss-vesting Shares

EX-4.3 2 dex43.htm FORM OF COVER SHEET FOR USE WITH STOCK OPTION AGREEMENT Form of cover sheet for use with Stock Option Agreement

Exhibit 4.3

 

STOCK OPTION AGREEMENT

    I. Notice of Stock Option Grant

   LookSmart, Ltd.
Amended and Restated
1998 Stock Option Plan

Name

Address

City, State, Zip Code

   Option Number:
Plan:
   1998

Effective March 6, 2006, you have been granted a Non-Qualified Stock Option to buy up to [no. of revenue-vesting shares] shares of common stock of LookSmart, Ltd. (the Company) stock at a price of [$4.61] per share.

The total option price of the shares granted is [$0].

Such stock options shall vest as follows:

No vesting of an executive officers’ performance-vesting option shall occur unless the minimum revenue and operating loss thresholds set forth in Attachment 1 are met. Each executive officer’s Revenue-vesting Option and Operating Loss-vesting Options shall vest automatically on the Company’s filing with the SEC of a Form 10-K containing audited numbers for the relevant financial results. With respect to each of the executive officers’ Revenue-vesting and Operating Loss-vesting Options set forth in Attachment 1, the number of shares subject to such options that vest shall be determined by multiplying the number of shares subject to such option by a fraction, the numerator of which is the payout percent for the actual amount of revenue or operating loss attained (as measured by the chart illustrated in Attachment 1, with the levels prorated on a straight line basis between each level for each incremental $1,000,000 in revenue or each incremental $500,000 in operating loss), and the denominator of which is the highest applicable bonus payout percent.

If they vest, the shares subject to the option will become fully vested at the time indicated below.

 

Revenue-vesting Shares

 

OpLoss-vesting Shares

 

Full Vest

 

Expiration

    Upon the Company’s filing of a Form 10-K with the SEC containing audited numbers for the relevant financial results.   3/6/2016

 

By your signature and the Company’s signature below, you and the Company agree that these options are granted under and governed by the terms and conditions of the Company’s Stock Option Plan as amended and the Option Agreement.

 

 

LookSmart, Ltd./ Chief Executive Officer

   

 

Date:

 

 

Executive Officer Name

   

 

 

Date: