Exhibit (d)(6)
MODEM MEDIA . ▇▇▇▇▇ ▇▇▇▇▇, INC.
2000 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
[Address]
Unless otherwise defined herein, capitalized terms in this Stock Option
Agreement (the "Agreement") shall have the meanings as defined in the Modem
Media . ▇▇▇▇▇ ▇▇▇▇▇, Inc. 2000 Stock Incentive Plan (the "Plan").
1. Summary of Terms.
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.
(a) Exercise Price. The Option Price shall be no less than [ ]
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
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
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 of Optionee's
employment 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 the
Option shall not in any event be exercisable following the expiration of its
term. 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
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
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 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
of Control (as defined in the Plan), Optionee is terminated involuntarily as a
Service Provider by the Company other than for Cause, the Option granted under
this Option Agreement shall immediately vest effective the date of termination.
3. Exercise of Option.
(a) Right to Exercise. This Option shall be exercisable during its 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.
-2-
(b) Method of Exercise. The Optionee shall exercise the Option, in 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
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 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 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 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.
-3-
(b) Disposition of Shares. In the case of an NSO, if Shares are held 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.
7. Entire Agreement; Amendment and Termination. The Plan is incorporated 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
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 that
the vesting of options 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 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 ▇▇▇▇▇.
-4-
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
Modem Media's Human Resources Department.
Be sure to make a copy of this agreement for your record.
-5-
Exhibit (d)(6)
MODEM MEDIA . ▇▇▇▇▇ ▇▇▇▇▇, INC.
2000 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT - BRAZIL
[Address]
Unless otherwise defined herein, capitalized terms in this Stock Option
Agreement (the "Agreement") shall have the meanings as defined in the Modem
Media . ▇▇▇▇▇ ▇▇▇▇▇, Inc. 2000 Stock Incentive Plan (the "Plan").
1. Summary of Terms.
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.
(a) Exercise Price. The Option Price shall be no less than [ ]
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
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
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 of Optionee's
employment 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 the
Option shall not in any event be exercisable following the expiration of its
term. 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
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
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 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
of Control (as defined in the Plan), Optionee is terminated involuntarily as a
Service Provider by the Company other than for Cause, the Option granted under
this Option Agreement shall immediately vest effective the date of termination.
3. Exercise of Option.
(a) Right to Exercise. This Option shall be exercisable during its 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.
-2-
(b) Method of Exercise. The Optionee shall exercise the Option, in whole
or in part, by providing notice of exercise in accordance with the method
prescribed by the Committee at the time of exercise. The Optionee may exercise
such Options solely by means of the same-day-sale (or cashless exercise) method
of exercising until such time as the Committee shall determine that other
methods of exercise may be permitted and after consideration of Brazilian
foreign exchange and other laws and regulations.
4. Non-Transferability of Option. This Option may not be transferred in any
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 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 Obligations. By executing this Option Agreement, Optionee is
acknowledging that the exercise of this Option is conditional on the payment by
Optionee to the Company on the exercise of this Option an amount equal to all
applicable taxes and/or contributions required to be paid by Optionee or
withheld from Optionee by the Company in connection with the exercise of the
Option. The method of payment of such taxes and/or contributions shall be
determined by the Company at the time of exercise and may include withholding
of amounts from cash remuneration payable by the Company to Optionee,
withholding by the Company's option administrator from cash payments due to
Optionee resulting from the exercise and/or cash payments to be made directly
from Optionee at the time of exercise.
7. Entire Agreement; Amendment and Termination. The Plan is incorporated 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
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 or Future Grants. The Optionee
acknowledges and agrees that the vesting of Options 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
-3-
constitute an 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 that the Option is not granted by the Company as a
matter of right, but is granted at the sole discretion of the Committee and is
not part of his or her contractual compensation and does not oblige the Company
to offer options in future years or in similar amounts. The Optionee waives any
and all acquired rights claims in connection with past or future employment or
service as a consultant or director.
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
Modem Media's Human Resources Department.
Be sure to make a copy of this agreement for your record.
-4-
Exhibit (d)(6)
MODEM MEDIA.▇▇▇▇▇ ▇▇▇▇▇, INC.
2000 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT - CANADA
[Address]
Unless otherwise defined herein, capitalized terms in this Stock Option
Agreement (the "Agreement") shall have the meanings as defined in the Modem
Media.▇▇▇▇▇ ▇▇▇▇▇, Inc. 2000 Stock Incentive Plan (the "Plan").
1. Summary of Terms.
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.
(a) Exercise Price. The Option Price shall be no less than [ ]
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
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
subsection (c), in the event of the Optionee ceasing to be a Service Provider
of the Company, or any of its Subsidiaries after application of subsection (g)
hereof, for any reason whatsoever (subject to subsection (f) hereof), the
Option may be exercised, to the extent vested as of the date the Optionee
ceases to be a Service Provider from the date of the notice of termination and
irrespective of whether that notice of termination was lawful or unlawful (the
"Effective Date"), during the thirty (30) day period following the Effective
Date, or, in the case of an Option which vests during the Optionee's employment
standards notice period in accordance with subsection (c.1) hereof, during the
thirty (30) day period following the vesting of such Option, provided that the
Option shall not in any event be exercisable following the expiration of its
term. Except as set forth in subsection (c.1) below, unvested Options shall
have no force or effect as of the Effective Date. Notwithstanding the foregoing
provisions of this subsection (c), where the Optionee ceases employment 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 the Option shall not
in any event be exercisable following the expiration of its term. 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.
(c.1) Vesting after Termination: Other than in the case of (i) death, (ii)
Disability, or (iii) Retirement, where the Optionee ceases to be a Service
Provider of the Company, or any of its Subsidiaries after application of
subsection (g) hereof, for any reason whatsoever (subject to subsection (f)
hereof), any Option which is unvested as of the Effective Date will be
cancelled as of the Effective Date, with the exception of any Option which
would otherwise vest during any notice period to which the Optionee is entitled
pursuant to applicable employment standards legislation, which Option shall be
exercisable in accordance with subsection (c) hereof.
(d) Term of Option: This Option may be exercised only within the term set
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
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 dismissed
as a Service Provider of the Company or any of its Subsidiaries for Cause (as
defined in the Plan), the Company
-2-
shall notify the Optionee of such determination and the Option shall be
cancelled immediately upon the Optionee ceasing to be a Service Provider.
(g) Effect of Change in Control. If within one (1) year following a Change
of Control (as defined in the Plan), Optionee's Service is terminated
involuntarily by the Company other than for Cause, the Option granted under
this Option Agreement shall immediately vest effective the date of termination.
3. Exercise of Option.
(a) Right to Exercise. This Option shall be exercisable during its 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.
(b) Method of Exercise. The Optionee shall exercise the Option, in 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
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.
-3-
5. Term of Option. This Option may be exercised only within the term set out
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 Obligations. By executing this Option Agreement, Optionee is
acknowledging that the exercise of this Option is conditional on the payment by
Optionee to the Company on the exercise of this Option an amount equal to all
applicable taxes and/or contributions required to be paid by Optionee or
withheld from Optionee by the Company in connection with the exercise of the
Option. The method of payment of such taxes and/or contributions shall be
determined by the Company at the time of exercise and may include withholding
of amounts from cash remuneration payable by the Company to Optionee,
withholding by the Company's option administrator from cash payments due to
Optionee resulting from the exercise and/or cash payments to be made directly
from Optionee at the time of exercise.
7. Entire Agreement; Amendment and Termination. The Plan is incorporated
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
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 or Future Grants. The Optionee
acknowledges and agrees that the vesting of options 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 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 ▇▇▇▇▇.
The Optionee acknowledges that the Option is not granted by the Company as a
matter of right, but is granted at the sole discretion of the Committee and is
not part of his or her contractual compensation and does not oblige the Company
to offer options in future years or in similar amounts. The Optionee waives any
and all acquired rights claims in connection with past or future employment or
service as a consultant or director.
-4-
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
Modem Media's Human Resources Department.
Be sure to make a copy of this agreement for your record.
-5-
Exhibit (d)(6)
MODEM MEDIA.▇▇▇▇▇ ▇▇▇▇▇, INC.
2000 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT - FRANCE
[Address]
Unless otherwise defined herein, capitalized terms in this Stock Option
Agreement (the "Agreement") shall have the meanings as defined in the Modem
Media . ▇▇▇▇▇ ▇▇▇▇▇, Inc. 2000 Stock Incentive Plan (the "Plan").
1. Summary of Terms.
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.
(a) Exercise Price. The Option Price shall be no less than [ ]
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
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
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, until the later of thirty (30)
days after such Options have become exercisable or thirty (30) days following
such cessation, provided that the Option shall not in any event be exercisable
following the expiration of its term. Notwithstanding the foregoing provision
of this subsection (c), (i) upon termination of Optionee's employment by reason
of death or Disability, any portion of the Option which would otherwise not
then be exercisable shall become immediately exercisable, and the Option shall
be exercisable during the three (3) year period following such termination and
(ii) upon termination of Optionee's employment by reason of Retirement, the
Option shall immediately vest, however, the Option will not become exercisable
until [date] and shall remain exercisable until the later of [date] or the
[ ] anniversary of the date the Optionee retires, whichever is later;
provided, however, that the Option shall not in any event be exercisable
following the expiration of its term. 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
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
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 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
of Control (as defined in the Plan), Optionee is terminated involuntarily as a
Service Provider by the Company other than for Cause, the Option granted under
this Option Agreement shall immediately vest and become exercisable effective
the date of termination.
-2-
3. Exercise of Option.
(a) Right to Exercise. This Option shall be exercisable during its term in
accordance with the Vesting Schedule set out in Section 1 herein, the
particular provisions regarding exercisability set forth in that section and
with the applicable provisions of the Plan and this Option Agreement.
(b) Method of Exercise. The Optionee shall exercise the Option, in 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
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
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 Obligations. By executing this Option Agreement, Optionee is
acknowledging that the exercise of this Option is conditional on the payment by
Optionee to the Company on the exercise of this Option an amount equal to all
applicable taxes and/or contributions required to be paid by Optionee or
withheld from Optionee by the Company in connection with the exercise of the
Option. The method of payment of such taxes and/or contributions shall be
determined by the Company at the time of exercise and may include withholding
of amounts from cash remuneration payable by the
-3-
Company to Optionee, withholding by the Company's option administrator from
cash payments due to Optionee resulting from the exercise and/or cash payments
to be made directly from Optionee at the time of exercise.
7. Entire Agreement; Amendment and Termination. The Plan is incorporated
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
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
that the vesting of Options 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 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 ▇▇▇▇▇.
The Optionee acknowledges that the Option is not granted by the Company as a
matter of right, but is granted at the sole discretion of the Committee and is
not part of his or her contractual compensation and does not oblige the Company
to offer options in future years or in similar amounts. The Optionee waives any
and all acquired rights claims in connection with past or future employment or
service as a consultant or director.
-4-
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
Modem Media's Human Resources Department.
Be sure to make a copy of this agreement for your record.
Exhibit (d)(6)
MODEM MEDIA.▇▇▇▇▇ ▇▇▇▇▇, INC.
2000 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT - GERMANY
[Address]
Unless otherwise defined herein, capitalized terms in this Stock Option
Agreement (the "Agreement") shall have the meanings as defined in the Modem
Media.▇▇▇▇▇ ▇▇▇▇▇, Inc. 2000 Stock Incentive Plan (the "Plan").
1. Summary of Terms.
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.
(a) Exercise Price. The Option Price shall be no less than [ ]
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
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
subsection (c), if the Optionee ceases to be a Employee (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 of Optionee's
employment 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 the
Option shall not in any event be exercisable following the expiration of its
term. 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
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
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 dismissed
as an Employee 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
of Control (as defined in the Plan), Optionee is terminated involuntarily by
the Company other than for Cause, the Option granted under this Option
Agreement shall immediately vest effective the date of termination.
3. Exercise of Option.
(a) Right to Exercise. This Option shall be exercisable during its 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.
-2-
(b) Method of Exercise. The Optionee shall exercise the Option, in 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
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
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 Obligations. By executing this Option Agreement, Optionee is
acknowledging that the exercise of this Option is conditional on the payment by
Optionee to the Company on the exercise of this Option an amount equal to all
applicable taxes and/or contributions required to be paid by Optionee or
withheld from Optionee by the Company in connection with the exercise of the
Option. The method of payment of such taxes and/or contributions shall be
determined by the Company at the time of exercise and may include withholding
of amounts from cash remuneration payable by the Company to Optionee,
withholding by the Company's option administrator from cash payments due to
Optionee resulting from the exercise and/or cash payments to be made directly
from Optionee at the time of exercise.
7. Entire Agreement; Amendment and Termination. The Plan is incorporated
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
-3-
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
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 Employment or Future Grants. The Optionee
acknowledges and agrees that the vesting of options pursuant to the vesting
schedule hereof is earned only by continuing as an Employee 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 express or implied promise of
continued employment 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 employment at any time with or without Cause.
The Optionee acknowledges that the Option is not granted by the Company as a
matter of right, but is granted (and the amount of the award is granted) at the
sole discretion of the Committee and is not part of his or her contractual
compensation and does not create an enforceable right to further options in
future years or in similar amounts. This discretion of the Committee relates to
the award of Options and the amount of the award. The Optionee waives any and
all acquired rights claims in connection with past or future employment.
-4-
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
Modem Media's Human Resources Department.
Be sure to make a copy of this agreement for your record.
Exhibit (d)(6)
MODEM MEDIA . ▇▇▇▇▇ ▇▇▇▇▇, INC.
2000 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT - HONG KONG
[Address]
Unless otherwise defined herein, capitalized terms in this Stock Option
Agreement (the "Agreement") shall have the meanings as defined in the Modem
Media . ▇▇▇▇▇ ▇▇▇▇▇, Inc. 2000 Stock Incentive Plan (the "Plan").
1. Summary of Terms.
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.
(a) Exercise Price. The Option Price shall be no less than [ ]
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
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
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 of employment 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 the Option shall not
in any event be exercisable following the expiration of its term. 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
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
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 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
of Control (as defined in the Plan), Optionee's Service is terminated
involuntarily by the Company other than for Cause, the Option granted under
this Option Agreement shall immediately vest effective the date of termination.
3. Exercise of Option.
(a) Right to Exercise. This Option shall be exercisable during its
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.
-2-
(b) Method of Exercise. The Optionee shall exercise the Option, in
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
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 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 Obligations. By executing this Option Agreement, Optionee is
acknowledging that the exercise of this Option is conditional on the payment by
Optionee to the Company on the exercise of this Option an amount equal to all
applicable taxes and/or contributions required to be paid by Optionee or
withheld from Optionee by the Company in connection with the exercise of the
Option. The method of payment of such taxes and/or contributions shall be
determined by the Company at the time of exercise and may include withholding
of amounts from cash remuneration payable by the Company to Optionee,
withholding by the Company's option administrator from cash payments due to
Optionee resulting from the exercise and/or cash payments to be made directly
from Optionee at the time of exercise.
7. Entire Agreement; Amendment and Termination. The Plan is incorporated 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
-4-
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
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 or Future Grants. The Optionee
acknowledges and agrees that the vesting of options 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 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 ▇▇▇▇▇.
The Optionee acknowledges that the Option is not granted by the Company as a
matter of right, but is granted at the sole discretion of the Committee and is
not part of his or her contractual compensation and does not oblige the Company
to offer options in future years or in similar amounts. The Optionee waives any
and all acquired rights claims in connection with past or future employment or
service as a consultant or director.
-4-
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
Modem Media's Human Resources Department.
Be sure to make a copy of this agreement for your record.
-5-
