EXHIBIT 99.4
CMGI, INC.
[2000] [2004] Stock Incentive Plan
Incentive Stock Option Certificate
CMGI, Inc., a Delaware corporation,
hereby grants to the Participant named below an Incentive Stock
Option to purchase the Number of Shares of Common Stock set forth
below (the “Option”) pursuant to and subject to the
terms and conditions of the Company’s [2000] [2004] Stock
Incentive Plan (the “Plan”). The Option shall be
subject to the following terms and conditions, including
those set forth in the attached Incentive Stock Option Terms and
Conditions which are incorporated herein by reference and
shall be read together with this Incentive Stock Option Certificate
as one agreement:
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Name of Participant:
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«name»
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Exercise Price per Share:
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«exe_price»
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Address:
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«address1»
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Date of
Grant:
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«grant_date»
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«address2»
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Social Security
No.:
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«ssn»
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Vesting Start
Date:
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«vest_st_date»
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Number of
Shares:
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«share»
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Expiration
Date:
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«exp_date»
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Vesting Schedule: The Option shall become
exercisable as follows: [vesting schedule] The Option shall become
exercisable in full on [
].
The Option is intended to be treated
as an Incentive Stock Option under Section 422 of the Code. The
Company shall have no liability to the Participant, or any other
party, if the Option (or any part hereof) is not an Incentive Stock
Option. By acceptance of the Option, the Participant agrees to all
of the terms and conditions hereof, including, without limitation,
those set forth in the Plan, the attached Incentive Stock Option
Terms and Conditions, and the exhibits and attachments hereto
(receipt of which the Participant hereby acknowledges). All
capitalized terms used but not defined herein shall have the
respective meanings ascribed to them in the Plan.
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CMGI,
Inc.
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By:
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Name:
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Title:
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ACCEPTED AND
AGREED TO:
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Signature of
Participant
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Attachment
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Incentive Stock
Option Terms and Conditions
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Exhibit
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Exhibit A
– Non-Competition Agreement
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CMGI, Inc.
[2000] [2004] Stock Incentive
Plan
Incentive Stock Option Terms
and Conditions
1. Grant of Option; Option
Agreement; Plan .
The Incentive Stock Option evidenced by this
Option Agreement (as defined below) (the “Option”) is
granted pursuant to the terms of the CMGI, Inc. [2000] [2004] Stock
Incentive Plan (the “Plan”). The terms and conditions
contained herein are incorporated by reference into the attached
Incentive Stock Option Certificate (the “Certificate”),
and are intended to be read together with the Certificate as one
agreement (the “Option Agreement”). The Option is
subject to the provisions of the Plan, a copy of which is furnished
to the Participant with the Option and is also available from the
Company. The grant of the Option is subject to and conditioned upon
the Participant’s execution and delivery to the Company of a
Non-Competition Agreement in the form attached to the Certificate
as Exhibit A. Capitalized terms used but not otherwise defined
herein shall have the respective meanings ascribed to them in the
Plan. Except where the context otherwise requires, the term
“Participant” as used herein shall be deemed to include
any person who acquires the right to exercise the Option validly
under the terms of the Option Agreement.
2. Number of Shares; Exercise;
Exercise Price .
The Participant may exercise the Option for no
more than the aggregate Number of Shares set forth in the
Certificate. The right to exercise the Option shall be cumulative
so that to the extent the Option is not exercised in any period to
the maximum extent permissible under the Option Agreement, it shall
continue to be exercisable, in whole or in part, with respect to
all shares for which it is vested until the earlier to occur of the
Expiration Date set forth in the Certificate or the termination of
the Option under Section 6 hereof. The Participant may purchase
less than the Number of Shares covered by the Option Agreement,
provided that no exercise of the Option may be for any fractional
share. The Option may not be exercised as to any shares after the
Expiration Date set forth in the Certificate. The exercise price to
be paid for each share of Common Stock issued upon exercise of the
whole or any part of this Option is the Exercise Price per Share
set forth in the Certificate.
3. Vesting Schedule
.
If the Participant has at all times since the
Date of Grant of the Option (as set forth in the Certificate)
served the Company in the capacity of an employee (such service
being referred to herein as maintaining or being involved in a
“Business Relationship” with the Company) through a
particular date indicated in the Vesting Schedule set forth in the
Certificate, the Participant may exercise the Option on or after
such date for the number of shares of Common Stock indicated in
such Vesting Schedule (if any), less the aggregate number of shares
of Common Stock issued to the Participant upon exercise of the
Option prior thereto. For purposes of this Agreement, the
Participant’s Business Relationship with the Company shall
include any Business Relationship between the Participant and a
subsidiary of the Company.
4. Method of Exercise
.
As a condition to exercising the Option, the
Participant shall execute and deliver to the Company and cause the
Company to receive a written notice of exercise (the
“Exercise Notice”) specifying the number of shares with
respect to which the Option is being exercised, accompanied by
payment of the aggregate exercise price for such shares (and
applicable withholding taxes pursuant to Section 7 hereof), in
cash, by check or in such other form as permitted by the Plan. The
Exercise Notice shall be in the form attached hereto as Schedule
I or in such other form as is acceptable to the Company. As
soon as practicable following receipt by the Company of the
Exercise Notice and payment of the aggregate exercise price (and
applicable withholding taxes), the Company will deliver to the
Participant (or its designee) a certificate representing the number
of shares with respect to which the Option is being
exercised.
5. Option Not Transferable
.
The Option (i) may not be sold, assigned,
transferred, pledged or otherwise encumbered in any manner
whatsoever by the Participant, either voluntarily or by operation
of law, except by will or the laws of descent and distribution, and
(ii) shall be exercisable, during the Participant’s lifetime,
only by the Participant.
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6. Exercise of Option
.
(a) Continuous Business
Relationship with the Company Required . Except as otherwise
provided in this Section 6, the Option may not be exercised unless
the Participant, at the time he or she exercises the Option, is,
and has been at all times since the Date of Grant, in a Business
Relationship with the Company.
(b) Termination of Business
Relationship with the Company . If the Participant ceases to be
involved in a Business Relationship with the Company for any
reason, then, except as provided in paragraphs (c) and (d) below,
the right to exercise the Option shall terminate one month after
the date of such cessation (but in no event after the Expiration
Date), provided that the Option shall be exercisable only to the
extent that the Participant was entitled to exercise the Option on
the date of such cessation. Notwithstanding the foregoing, if the
Participant, prior to the Expiration Date, violates the
non-competition, non-solicitation or confidentiality provisions of
any employment contract, non-competition agreement, confidentiality
and nondisclosure agreement or other agreement between the
Participant and the Company, the right to exercise the Option shall
terminate immediately.
(c) Exercise Period Upon Death or
Disability . If the Participant ceases to be involved in a
Business Relationship with the Company due to the death or
“disability” (within the meaning of Section 22(e)(3) of
the Code) of the Participant prior to the Expiration Date, the
Participant’s right to exercise the Option shall terminate
six months after the date of such cessation, provided that the
Option shall be exercisable only to the extent that the Option was
exe