Exhibit(d)(1)
MODEM MEDIA . ▇▇▇▇▇ ▇▇▇▇▇, INC.
1999 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
Name
Unless otherwise defined herein, capitalized terms in this Stock Option
Agreement (the "Agreement") shall have the meanings as defined in the Modem
Media . ▇▇▇▇▇ ▇▇▇▇▇, Inc. 1999 Stock Incentive Plan (the "Plan").
1. Summary of Terms.
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The undersigned Optionee has been granted, by the Compensation Committee of
the Board of Directors, an Option to purchase the number of shares of Common
Stock of the Company set forth below, at the exercise price per share set forth
below, subject to the terms and conditions of the Plan and this Agreement, as
follows:
Grant Identification Number:
Date of Grant:
Exercise Price per Share:
Total Number of Shares Subject to Option:
Total Exercise Price:
Type of Option:
Term/Expiration Date:
Vesting Schedule:
2. Terms and Conditions of Option.
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(a) Exercise Price: The Option Price shall be no less than one hundred
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percent [ ] percent ([ ]%) of the Fair Market Value of the shares of Common
Stock on the Date of Grant.
(b) Nontransferable: The Option shall not be transferable by the Optionee
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otherwise than by will or by the laws of descent and distribution and may be
exercised during the Optionee's lifetime only by the Optionee.
(c) Exercise after Termination: Except as provided hereinafter in this
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subsection (c), if the Optionee ceases to be a Service Provider (determined
after application of subsection (g) hereof) the Option may be exercised, to the
extent vested as of the date of such cessation, during the thirty (30) day
period following such cessation, provided that the Option shall not in any event
be exercisable following the expiration of its term. Notwithstanding the
foregoing provisions of this subsection (c), upon termination as a Service
Provider by reason of (i) death, (ii) Disability, or (iii) Retirement, any
portion of the Option which would otherwise not then be exercisable shall become
immediately exercisable, and the Option shall be exercisable during the [ ] year
period following such termination; provided, however, that (1) the Option shall
not in any event be exercisable following the expiration of its term and (2)
except in the case of death of the Optionee, the exercise of the Option, to the
extent designated as an Incentive Stock Option pursuant to Section 1 above shall
qualify for Incentive Stock Option treatment only if the Optionee has been an
employee of the Company or any Subsidiary at all times during the period
beginning with the Date of Grant and ending on the day three (3) months (or one
(1) year if the Optionee is permanently and totally disabled as defined in
Section 22(e)(3) of the Code) before the date of exercise of the Option. In the
event of any question regarding the meaning of the terms "termination",
"employment", "Retirement" or "Disability" the determination of the Committee
shall be final and binding.
(d) Term of Option: This Option may be exercised only within the term set
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out in Section 1 above and may be exercised during such term only in accordance
with the Plan and the terms of this Option.
(e) Death of an Optionee: In the event of the death of the Optionee, the
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Option shall, to the extent then exercisable as provided in subsection (c) shall
be exercisable only by the executor or administrator of the Optionee's estate or
by the person or persons to whom the Optionee's rights under the Option shall
pass by the Optionee's will or the laws of descent and distribution.
(f) Dismissal for Cause: In the event that the Optionee shall be
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dismissed as a Service Provider of the Company or any of its Subsidiaries for
Cause (as defined in the Plan), the Company shall notify the Optionee of such
determination and the Option shall be canceled effective as of the date of the
Optionee's termination.
(g) Effect of Change in Control: If within one (1) year following a Change
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of Control (as defined in the Plan), Optionee is terminated involuntarily as a
Service Provider by the Company without Cause, the Option granted under this
Option Agreement shall immediately vest effective the date of termination.
(h) ISO/Non-Qualified Status: If designated as such in Section 1 above,
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this Option is intended to qualify as an Incentive Stock Option ("ISO") as
defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"). Nevertheless, to the extent that the value of the Common Stock subject
to the Option exceeds the $100,000 limit of Code Section 422(d), this Option
shall be treated as a Nonstatutory Stock Option ("NSO").
3. Exercise of Option.
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(a) Right to Exercise. This Option shall be exercisable during its
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term in accordance with the Vesting Schedule set out in Section 1 herein and
with the applicable provisions of the Plan and this Option Agreement.
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(b) Method of Exercise. The Optionee shall exercise the Option, in
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whole or in part, by providing notice of exercise in accordance with the method
prescribed by the Committee at the time of exercise, and paying the Option Price
for each share of Common Stock to be purchased under the Option Agreement.
Payment of the Option Price shall be made:
(i) in cash or by certified check, bank draft or money
order payable to the order of Modem Media, Inc. (or other equivalent method
acceptable to the Committee) equal to the Option Price for the shares to be
exercised, payable in such currency as the Committee determines;
(ii) through the delivery of Common Stock with an
aggregate Fair Market Value on the date of exercise equal to the Option Price
for the shares to be purchased;
(iii) through the withholding of Common Stock issuable upon
exercise with an aggregate Fair Market Value equal to the Option Price for the
shares to be purchased; or
(iv) by any combination of the above methods of payment;
provided, however, that the Company shall not be obligated to purchase or accept
the surrender in payment of any shares of Common Stock if any such action would
be prohibited by applicable law or if the Committee determines that such action
is not in the best interests of the Company. The Committee shall determine the
method for tendering Common Stock and may impose such limitations and
prohibitions on the use of Common Stock to exercise the Option as it deems
appropriate.
4. Non-Transferability of Option. This Option may not be transferred in any
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manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The
terms of the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
5. Term of Option. This Option may be exercised only within the term set out
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in Section 1 herein, and may be exercised during such term only in accordance
with the Plan and the terms of this Option Agreement.
6. Tax Consequences. Set forth below is a brief summary as of the date of
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this Option of some of the federal tax consequences of exercise of this Option
and disposition of the Shares. This summary is necessarily incomplete, and the
tax laws and regulations are subject to change. The Optionee should consult a
tax adviser before exercising this Option or disposing of the shares.
(a) Exercise of NSO. There may be a regular federal income tax
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liability upon the exercise of an NSO. The Optionee will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to the
excess, if any, of the Fair Market Value of the Shares on the date of exercise
over the Exercise Price. If the Optionee is an Employee or a former Employee,
the Company will be required to withhold from Optionee's compensation or collect
from Optionee and pay to the applicable taxing authorities an amount in cash
equal to a percentage of this compensation income at the time of exercise, and
may refuse to honor the exercise and refuse to deliver Shares if such
withholding amounts are not delivered at the time of exercise.
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(b) Exercise of ISO. If this Option qualifies as an ISO, there will
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be no regular federal income tax liability upon the exercise of the Option,
although the excess, if any, of the Fair Market Value of the Shares on the date
of exercise over the Exercise Price will be treated as an adjustment to the
alternative minimum tax for federal tax purposes and may subject the Optionee to
the alternative minimum tax in the year of exercise.
(c) Disposition of Shares. In the case of an NSO, if Shares are held
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for at least one year, any gain realized on disposition of the Shares (measured
from the Fair Market Value on the date of exercise) will be treated as long-term
capital gain for federal income tax purposes. In the case of an ISO, if Shares
transferred pursuant to the Option are held for at least one year after exercise
and for at least two years after the Date of Grant, any gain realized on
disposition of the Shares (measured from the Exercise Price) will also be
treated as long-term capital gain for federal income tax purposes. If Shares
purchased under an ISO are disposed of within one year after exercise or two
years after the Date of Grant, any gain realized on such disposition will be
treated as compensation income (taxable at ordinary income rates) to the extent
of the difference between the Exercise Price and the lesser of (1) the Fair
Market Value of the Shares on the date of exercise, or (2) the sale price of the
Shares. Any additional gain will be taxed as capital gain, short-term or long-
term depending on the period that the ISO Shares were held.
(d) Notice of Disqualifying Disposition of ISO Shares. If the Option
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granted to the Optionee herein is an ISO, and if the Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before the
later of (1) the date two years after the Date of Grant, or (2) the date one
year after the date of exercise, the Optionee shall immediately notify the
Company in writing of such disposition. The Optionee agrees that the Optionee
may be subject to income tax withholding by the Company on the compensation
income recognized by the Optionee.
7. Entire Agreement; Amendment and Termination. The Plan is incorporated
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herein by reference. In the event of a conflict between the terms and
conditions of the Plan and this Agreement, the terms and conditions of the Plan
shall prevail. The Plan and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof. The Board of Directors of
the Company and/or the shareholders of the Company may terminate the Plan or
make such amendments thereof under the terms and conditions stated in the Plan;
provided, however, that no such amendment will adversely affect or impair the
Optionee's right under this Option Agreement without the consent of the
Optionee.
8. Certain Adjustments. In the event of a corporate event that affects the
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Common Stock (i.e. a recapitalization, stock split, stock combination, stock
reclassification, merger, or similar event), the Committee may make appropriate
adjustments including, without limitation adjustments to (i) the number of
authorized and unissued shares of Common Stock, covered by or available for or
covered by an Option (as well as the exercise price) such that the interest of
the Participant shall be maintained as before the occurrence of the event.
9. No Guarantee of Continued Service. The Optionee acknowledges and agrees
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that the vesting of shares pursuant to the vesting schedule hereof is earned
only by continuing as a Service Provider at the will of the Company (not through
the act of being hired, being granted this option or acquiring shares
hereunder). The Optionee further acknowledges and agrees that this agreement,
the transactions contemplated hereunder and the vesting schedule set forth
herein do not constitute an
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express or implied promise of continued engagement as a Service Provider for the
vesting period, for any period, or at all, and shall not interfere in any way
with the Optionee's right or the Company's right to terminate the Optionee's
relationship as a Service Provider at any time with or without Cause.
The Optionee acknowledges receipt of a copy of the Plan and represents that he
or she is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all of the terms and provisions thereof. The Optionee
has reviewed the Plan and this Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Agreement
and fully understands all provisions of the Option. The Optionee hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of
the Committee upon any questions arising under the Plan or this Agreement. The
Optionee further agrees to notify the Company upon any change in the residence
address indicated below.
OPTIONEE MODEM MEDIA, INC.
________________________________ __________________________________
Signature By
________________________________ __________________________________
Print Name Title
________________________________
________________________________
Residence Address
Please sign this grant agreement and return it to
MMPT's Human Resources Department.
Be sure to make a copy of this agreement for your records.
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