FORM OF ADDENDUM
TO
STOCK ISSUANCE AGREEMENT
The following provisions are hereby incorporated into, and are
hereby made a part of, that certain Stock Issuance Agreement dated
______________________________ (the "Issuance Agreement") by and between General
Internet Inc. (the "Corporation") and __________________________ ("Participant")
evidencing the stock issuance on such date to Participant under the terms of the
Corporation's 1998 Stock Incentive Plan, and such provisions shall be effective
immediately. All capitalized terms in this Addendum, to the extent not otherwise
defined herein, shall have the meanings assigned to such terms in the Issuance
Agreement.
INVOLUNTARY TERMINATION
FOLLOWING CHANGE IN CONTROL
1. To the extent the Repurchase Right is assigned to the successor
entity (or parent company) or otherwise continues in full force effect and in
connection with a Change in Control, no accelerated vesting of the Purchased
Shares shall occur upon such Change in Control, and the Repurchase Right shall
continue to remain in effect in accordance with the provisions of the Issuance
Agreement. The Participant shall, over Participant's period of Service following
the Change in Control, continue to vest in the Purchased Shares in one or more
installments in accordance with the provisions of the Issuance Agreement.
2. Immediately upon an Involuntary Termination of Participant's
Service within eighteen (18) months following the Change in Control, the
Repurchase Right shall terminate automatically and all the Purchased Shares
shall vest in full.
3. For purposes of this Addendum, the following definitions shall be
in effect:
An Involuntary Termination shall mean the termination of
Participant's Service by reason of:
(i) Participant's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or
(ii) Participant's voluntary resignation following (A) a
change in Participant's position with the Corporation (or Parent or
Subsidiary employing Participant) which materially reduces Participant's
level of responsibility, (B) a reduction in Participant's level of
compensation (including base salary, fringe benefits and target bonus
under any performance based bonus or incentive programs) by more than
fifteen percent (15%) or (C) a relocation of Participant's place of
employment by more than fifty (50) miles, provided and only if such
change, reduction or relocation is effected by the Corporation without
Participant's consent.
Misconduct shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Participant, any unauthorized use or
disclosure by the Participant of confidential information or trade secrets of
the Corporation (or any Parent or Subsidiary), or any intentional wrongdoing by
Participant, whether by omission or commission, which adversely affects the
business or affairs of the Corporation (or any Parent or Subsidiary) in a
material manner. The foregoing definition shall not limit the grounds for the
dismissal or discharge of the Participant or other person in the Service of the
Corporation (or any Parent or Subsidiary).
IN WITNESS WHEREOF, General Internet Inc. has caused this Addendum
to be executed by its duly-authorized officer as of the Effective Date specified
below.
GENERAL INTERNET INC.
By:
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Title:
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EFFECTIVE DATE: ______________, 199__