EXHIBIT 99.1
674,527 Shares
CMGI, Inc.
2000 Stock Incentive Plan
Non-Statutory Stock Option
Certificate
CMGI, Inc., a Delaware corporation
(the “Corporation”), hereby grants to the Participant
named below a Non-Statutory 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
Corporation’s 2000 Stock Incentive Plan (the
“Plan”). The Option shall be subject to the following
terms and conditions, including those set forth in the
attached Non-Statutory Stock Option Terms and Conditions
which are incorporated herein by reference and shall be read
together with this Non-Statutory Stock Option Certificate as one
agreement:
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Name of
Participant:
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Joseph C.
Lawler
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Address:
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c/o CMGI, Inc.
1100 Winter Street
Waltham, MA 02451
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Number of
Shares:
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674,527
shares
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Exercise Price per Share:
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$1.74
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Date of
Grant:
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August 23,
2005
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Expiration
Date:
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August 23,
2012
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Vesting Schedule: Option shall vest and become
exercisable as to 20% of the Number of Shares subject to the Option
on each of the first five anniversaries of the Date of Grant, such
that the Option shall be exercisable in full on the fifth
anniversary of the Date of Grant.
The Option is subject to
acceleration of vesting and extension of the exercisability period
under certain conditions as set forth in that certain Executive
Severance Agreement by and between the Corporation and the
Participant, dated as of August 23, 2004 (the “Severance
Agreement”). In the event of any conflict or inconsistencies
between the terms and conditions hereof and those set forth in the
Severance Agreement, the terms and conditions of the Severance
Agreement shall take precedence and prevail.
The Option shall not be
treated as an Incentive Stock Option under Section 422 of the
Code.
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 Non-Statutory 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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/s/ Thomas Oberdorf
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Name:
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Thomas
Oberdorf
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Title:
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Chief Financial
Officer
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ACCEPTED AND
AGREED TO:
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/s/ Joseph C. Lawler
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Joseph C.
Lawler
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Attachment
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Non-Statutory
Stock Option Terms and Conditions
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CMGI, Inc.
2000 Stock Incentive
Plan
Non-Statutory Stock Option
Terms and Conditions
1. Grant of Option; Option
Agreement; Plan .
The Non-Statutory Stock Option evidenced by this
Option Agreement (as defined below) (the “Option”) is
granted pursuant to the terms of the CMGI, Inc. 2000 Stock
Incentive Plan (the “Plan”). The terms and conditions
contained herein are incorporated by reference into the attached
Non-Statutory 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, officer,
director, consultant or advisor (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.
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,
or in that certain Executive Severance Agreement by and between the
Company and the Participant, dated as of August 23, 2004, 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 s
