EXHIBIT 10.4 DOUBLECLICK INC. DEFERRED COMPENSATION PLAN

EXHIBIT 10.4

DOUBLECLICK INC.
DEFERRED COMPENSATION PLAN

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DOUBLECLICK INC.
DEFERRED COMPENSATION PLAN

          WHEREAS, DoubleClick Inc. (the “Company”) intends to establish a deferred compensation plan for a select group of management or highly compensated employees;

          NOW, THEREFORE, as of the effective date set forth herein, the DoubleClick Inc. Deferred Compensation Plan (the “Plan”) is hereby adopted to read as follows:

ARTICLE I

TITLE AND DEFINITIONS

          Whenever the following words and phrases are used in this Plan, with the first letter capitalized, they shall have the meanings specified below.

          (a)       “Account” or “Accounts” shall mean all of such accounts as are specifically authorized for inclusion in this Plan.

          (b)       “Base Salary” shall mean a Participant’s annual base salary, excluding bonus, commissions, severance pay, incentive and all other remuneration for services rendered to Company and prior to reduction for any salary reduction contributions to a plan established pursuant to Section 125 of the Code or qualified pursuant to Section 401(k) of the Code.

          (c)       “Beneficiary” or “Beneficiaries” shall mean the person or persons, including a trust or other entity, trustee, personal representative or other fiduciary, last designated in a writing (or electronically) by a Participant, in accordance with procedures established by the Committee, to receive the benefits specified hereunder in the event of the Participant’s death. No beneficiary designation shall become effective until it is filed with or communicated to the Committee during the Participant’s life. Any designation shall be revocable at any time through a written instrument filed (or electronic instrument communicated) by the Participant with the Committee with or without the consent of the previous Beneficiary. If there is no such designation or if there is no surviving designated Beneficiary, then the Participant’s estate shall be the Beneficiary. In the event any amount is payable under the Plan to a minor, payment shall not be made to the minor but, instead, to a custodian selected by the Committee to hold the funds for the minor under the Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which the minor resides. Payment by Company pursuant to any unrevoked Beneficiary designation as described herein, or to the Participant’s estate if no such designation exists, of all benefits owed hereunder, shall satisfy all obligations of Company under this Plan.

          (d)       “Board of Directors” or “Board” shall mean the Board of Directors of Company.

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          (e)       “Bonuses” shall mean such bonuses as the Committee may designate as available for deferral during the election process described in Section 3.1, which are earned during the Plan Year beginning after such elections, and which are ultimately paid to the Participant under the terms of the bonus arrangement.

          (f)       “Code” shall mean the Internal Revenue Code of 1986, as amended.

          (g)       “Committee” shall mean the 401k Administrative Committee of the Company.

          (h)       “Contribution Account” shall mean the bookkeeping account maintained by Company for each Participant that is credited with an amount equal to the Company Discretionary Contribution Amount, if any, and Company Matching Contribution Amount, if any, and earnings and losses on such amounts pursuant to Section 4.2.

          (i)       “Company Discretionary Contribution Amount” shall mean such discretionary amount if contributed by the Company for each Participant for a Plan Year. Such amount may differ from Participant to Participant both in amount, including making no contribution for one or more Participants, and as a percentage of Compensation.

          (j)       “Company Matching Contribution Amount” shall mean such amount contributed by the Company in connection with each Participant’s deferral election under the Plan for a Plan Year; provided that it is the Company’s intention as of the Effective Date to make only such matching contributions as Participants are unable to have credited under the DoubleClick Inc. 401(k) Plan (the “401(k) Plan”) as a result of the limits imposed by the law (or the administrator) on contributions to said Plan by such Participants assuming that the Participants had made the maximum contributions permitted under said 401(k) Plan and assuming sufficient deferrals under this Plan are made to earn such matching contributions under the matching contribution ratio of the 401(k) Plan. Notwithstanding the foregoing, the Company may elect to make any matching contribution it approves in any year.

          (k)       “Compensation” shall be Base Salary, commissions and Bonuses.

          (l)       “Deferral Account” shall mean the bookkeeping account maintained by the Committee for each Participant that is credited with amounts equal to (1) the portion of the Participant’s Compensation that he or she elects to defer, and (2) earnings and losses credited pursuant to Section 4.1.

          (m)       “Disability” shall mean disability as determined under the Company’s long term disability benefit plan, as long as one is in force, and if none, disability means the Participant’s inability to perform each and every duty of his or her occupation or position of employment due to illness or injury as determined in the sole and absolute discretion of the Committee.

          (n)       “Distributable Amount” shall mean the aggregate vested balance in the Participant’s Deferral Account and Company Contribution Account.

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          (o)       “Early Distribution” shall mean an election by Participant in accordance with Section 6.2 to receive a withdrawal of amounts from his or her Deferral Account and Company Contribution Account prior to the time at which such Participant would otherwise be entitled to such amounts.

          (p)       “Effective Date” shall be January 1, 2004.

          (q)       “Eligible Employee” shall be each employee of the Company in the position of grade 10 or higher who is designated as an eligible employee under the Plan for a Plan Year by the Committee. Designation as an Eligible Employee once made by the Committee shall continue in effect until the Committee terminates that designation or the employee ceases to meet the requirements of this definition.

          (r)       “Fund” or “Funds” shall mean one or more of the investment funds selected by the Participant pursuant to Section 3.2(a).

          (s)       “Hardship Distribution” shall mean a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of his or her Dependent (as defined in Section 152(a) of the Code), loss of a Participant’s property due to casualty, or other similar or extraordinary and unforseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that would constitute an unforseeable emergency will depend upon the facts of each case, but, in any case, a Hardship Distribution may not be made to the extent that such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent the liquidation of assets would not itself cause severe financial hardship, (iii) by borrowing funds, to the extent such borrowing would not itself cause severe financial hardship, or (iv) by cessation of deferrals under this Plan.

          (t)       “Initial Election Period” shall mean the 30-day period prior to the Effective Date of the Plan.

          (u)       “Interest Rate” shall mean, for each Fund, an amount equal to the net gain or loss on the assets of such Fund during each month.

          (v)       “Participant” shall mean any Eligible Employee who becomes a Participant in this Plan in accordance with Article II.

          (w)       “Payment Date” shall be the last day of the calendar year in which the Participant terminates employment.

          (x)       “Plan Year” shall be the calendar year.

          (y)       “Scheduled Withdrawal Date” shall mean the distribution date elected by the Participant for an in-service withdrawal of amounts from such Accounts deferred or contributed for a given Plan Year in accordance with the Plan, and earnings and losses attributable thereto, as set forth on the election form for such Plan Year.

          (z)       “Trust” shall mean the Company Deferred Compensation Plan Trust.

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          (aa)       “Trustee” shall mean First American Trust, FSB.

ARTICLE II

PARTICIPATION

          An Eligible Employee shall become a Participant in the Plan by making an election, in the manner approved by the Committee, to defer the receipt of Compensation under the Plan (a “Deferral Election”).

ARTICLE III

DEFERRAL ELECTIONS

          (a)       Initial Election Period. Subject to the provisions of Article II, each Eligible Employee may make a Deferral Election by filing with the Committee an election that conforms to the requirements of this Section 3.1, in a manner provided by the Committee, prior to the end of his or her Initial Election Period.

          (b)       General Rule. The amount of Compensation which an Eligible Employee may elect to defer is such Compensation earned on or after the time at which the Eligible Employee makes the Deferral Election in accordance with Sections 1(t) and 3.1(a) and shall be a flat dollar amount or percentage which shall not exceed 100% of the Eligible Employee’s Compensation, provided that the total amount deferred by a Participant shall be limited in any calendar year, if necessary, to satisfy Social Security Tax (including Medicare), income tax and employee benefit plan withholding requirements as determined in the sole and absolute discretion of the Committee and to result in the Eligible Employee receiving cash compensation at least equal to the minimum wage for that Plan Year. The minimum Deferral Election which may be made in any Plan Year by an Eligible Employee shall not be less than $5,000, provided such minimum Deferral Election can be satisfied from any element of Compensation.

          (c)       Duration of Compensation Deferral Election. An Eligible Employee’s initial election to defer Compensation is to be effective with respect to Compensation received after the Effective Date of the Plan. A Participant may increase, decrease or terminate a Deferral Election with respect to Compensation for any subsequent Plan Year by filing a new election not less than one month prior to the beginning of the next Plan Year, which election shall be effective on the first day of the next following Plan Year. If no such new election is filed than the old election shall be deemed to continue in effect.

          (d)       Mid-Year Designations. In the case of an individual who becomes an Eligible Employee after the Effective Date, such Eligible Employee shall have 30 days from the date he or she has become an Eligible Employee to make an Initial Election (which 30 day period shall be considered his Initial Election Period) with respect to Compensation earned after the end of such 30 day period. Such election shall apply to the remainder of the Plan Year, in the event the Plan Year has commenced.

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          (e)       Elections other than Elections during the Initial Election Period. Subject to the limitations of Section 3.1(b) above, any Eligible Employee who has terminated a prior Deferral Election may elect to again make a Deferral Election, by making an election with respect to a future Plan Year, in the manner approved by the Committee, to defer Compensation as described in Sections 3.1(b) and 3.1(c) above at least 30 days prior to the beginning of such Plan Year. If an Eligible Employee does not elect to become a Participant during his Initial Election Period, a Deferral Election may be made with respect to a subsequent Plan Year in the same manner as an election by an Eligible Employee who has terminated a prior Deferral Election.

          (a)       At the time of the Deferral Election described in Section 3.1, the Participant shall designate, in a manner approved by the Committee, the types of investment funds (“Fund” or “Funds”) in which the Participant’s Account will be deemed to be invested for purposes of determining the amount of earnings to be credited to that Account. The Participant may elect to treat the Deferral Election for each Plan Year in a manner different from the investment of Deferral Election in other Plan Years and the Committee shall establish a recordkeeping system which will monitor such elections. The Participant may make similar elections with respect to his or her Company Contribution Account. In making the designation pursuant to this Section 3.2, the Participant may specify that all or any portion of his or her Account be deemed to be invested, in whole percentage increments, in one or more of the Funds provided for this purpose under the Plan as communicated from time to time by the Committee. A Participant may change the designation made under this Section 3.2 by making an election on any day, in a manner approved by the Committee, which will be effective on the next business day with respect to his Account in any manner the Committee approves. If a Participant fails to elect a Fund under this Section 3.2, he or she shall be deemed to have elected the Money Market type of investment Fund. The Interest Rate of each such Fund in which the Participant is deemed to be invested shall be used to determine the amount of earnings or losses to be credited to Participant’s Account under Article IV.

          (b)       Although the Participant may designate the Funds to be used to measure the value of the accounts established for the Participant under the Plan, neither the Company nor the Committee shall be obligated to invest any assets in such manner.

ARTICLE IV

DEFERRAL ACCOUNTS AND TRUST FUNDING

          The Committee shall establish and maintain a Deferral Account for each Participant under the Plan. Each Participant’s Deferral Account shall be further divided into separate subaccounts (“investment fund subaccounts”), each of which corresponds to a Fund elected by the Participant pursuant to Section 3.2(a) and which may also reflect the Plan Year in which the Deferral Election was made. A Participant’s Deferral Account shall be credited as follows:

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          (a)       As soon as practicable after amounts are withheld and deferred from a Participant’s Compensation, the Committee shall credit the investment fund subaccounts of the Participant’s Deferral Account with an amount equal to Compensation deferred by the Participant in accordance with the Participant’s election under Section 3.2(a); that is, the portion of the Participant’s Deferral Election that the Participant has elected to be deemed to be invested in a Fund shall be credited to the investment fund subaccount corresponding to that Fund;

          (b)       Each business day, each investment fund subaccount of a Participant’s Deferral Account shall be credited with earnings or losses in an amount equal to that determined by multiplying the balance credited to such investment fund subaccount as of the prior day plus contributions credited that day to the investment fund subaccount by the Interest Rate for the Fund.

          (c)       In the event that a Participant elects that a given Plan Year’s Deferral Election have a Scheduled Withdrawal Date, all amounts attributed to the Deferral Election for such Plan Year shall be accounted for in a manner which allows separate accounting for that Deferral Election and investment earnings and losses associated with it.

          The Committ