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EXHIBIT 10.6 INFOSPACE, INC. 2001 NONSTATUTORY STOCK OPTION PLAN

Option Agreement

EXHIBIT 10.6 INFOSPACE, INC. 2001 NONSTATUTORY STOCK OPTION PLAN | Document Parties: INFOSPACE, INC You are currently viewing:
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INFOSPACE, INC

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Title: EXHIBIT 10.6 INFOSPACE, INC. 2001 NONSTATUTORY STOCK OPTION PLAN
Date: 8/9/2007
Industry: Computer Services     Sector: Technology

EXHIBIT 10.6 INFOSPACE, INC. 2001 NONSTATUTORY STOCK OPTION PLAN, Parties: infospace  inc
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EXHIBIT 10.6

INFOSPACE, INC. 2001 NONSTATUTORY STOCK OPTION PLAN

(as amended and restated effective July 10, 2007)

 


INFOSPACE, INC.

2001 NONSTATUTORY STOCK OPTION PLAN

(As Amended and Restated Effective as of July 10, 2007)

The following constitutes the provisions of the InfoSpace, Inc. 2001 Nonstatutory Stock Option Plan, as amended and restated effective as of July 10, 2007.

(1) Purposes of the Plan . The purposes of the Plan are:

 

   

to attract and retain the best available personnel for positions of substantial responsibility,

 

   

to provide additional incentive to Employees and Consultants, and

 

   

to promote the success of the Company’s business.

Options granted under the Plan will be Nonstatutory Stock Options. Restricted Stock and Restricted Stock Units may also be granted under the Plan.

(2) Definitions . As used herein, the following definitions shall apply:

a) “ Administrator ” means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan.

b) “ Applicable Laws ” means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Options or Restricted Stock, or will be, granted under the Plan.

c) “ Award ” means, individually or collectively, a grant under the Plan of Nonstatutory Stock Options, Restricted Stock or Restricted Stock Units.

d) “ Award Agreement ” means the written agreement setting forth the terms and provisions applicable to each Award granted under the Plan.

e) “ Board ” means the Board of Directors of the Company.

f) “ Code ” means the Internal Revenue Code of 1986, as amended.

g) “ Committee ” means a committee of Directors appointed by the Board in accordance with Section 4 of the Plan.

 

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h) “ Common Stock ” means the common stock of the Company.

i) “ Company ” means InfoSpace, Inc., a Delaware corporation.

j) “ Consultant ” means any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity.

k) “ Director ” means a member of the Board.

l) “ Employee ” means any person employed by the Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company, or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

m) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

n) “ Exercise Price ” means the price at which a Share may be purchased by a Participant pursuant to the exercise of an Option.

o) “ Fair Market Value ” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq Global Market or The Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable, or if there were no sales on such date, the closing sales price for such stock as quoted on such exchange or system on the last market trading day prior to the date of determination;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator.

p) “ Nonstatutory Stock Option ” means a stock option to purchase Shares that is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

q) “ Option ” means a Nonstatutory Stock Option granted pursuant to the Plan.

 

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r) “ Optioned Stock ” means the Common Stock subject to an Option.

s) “ Parent ” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

t) “ Participant ” means a Service Provider who has an outstanding Award.

u) “ Period of Restriction ” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. As provided in Section 10, such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator, in its discretion.

v) “ Plan ” means this 2001 Nonstatutory Stock Option Plan, as amended from time to time.

w) “ Restricted Stock ” means shares of Common Stock granted to a Participant pursuant to Section 10.

x) “ Restricted Stock Unit ” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 11. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

y) “ Service Provider ” means an Employee or Consultant.

z) “ Share ” means a share of the Common Stock, as adjusted in accordance with Section 12 of the Plan.

aa) “ Subsidiary ” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

(3) Stock Subject to the Plan . Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares that are available for issuance under the Plan is 25,000,000 Shares. Such Shares may be authorized, but unissued, or reacquired Common Stock.

If an Award expires or becomes unexercisable without having been exercised in full, or is forfeited to the Company due to failure to vest, the unpurchased or forfeited Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated); provided, however, that Shares that have actually been issued under the Plan shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock or Restricted Stock Units are repurchased by the Company at their original purchase price, such Shares again shall become available for future grant or sale under the Plan.

 

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(4) Administration of the Plan .

a) Administration . The Plan shall be administered by (i) the Board, or (ii) a Committee, which committee shall be constituted to satisfy Applicable Laws.

b) Powers of the Administrator . Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Awards may be granted hereunder;

(iii) to determine the number of Shares to be covered by each Award granted hereunder;

(iv) to approve forms of agreement for use under the Plan;

(v) to determine the terms and conditions, not inconsistent with the terms of the Plan or of any Award granted hereunder. Such terms and conditions include, but are not limited to, the Exercise Price of any Option, the time or times when Options may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vi) to reduce the Exercise Price of any Option to the then current Fair Market Value if the Fair Market Value of the Optioned Stock shall have declined since the date the Option was granted;

(vii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;

(viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws;

(ix) to modify or amend each Award (subject to Section 15(b) of the Plan), including the discretionary authority to extend the post-termination exercisability period of Options longer than is otherwise provided for in the Plan;

(x) to allow Participants to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or with respect to a grant of Restricted Stock that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;

 

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(xi) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator; and

(xii) to make all other determinations deemed necessary or advisable for administering the Plan.

c) Effect of Administrator’s Decision . The Administrator’s decisions, determinations and interpretations shall be final and binding on all Participants and any other holders of Awards.

(5) Eligibility . Options, Restricted Stock and/or Restricted Stock Units may be granted to Service Providers.

(6) Limitations .

a) Neither the Plan nor any Award shall confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider, nor shall they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without cause.

b) The following limitations shall apply to grants of Options:

(i) No Service Provider shall be granted, in


 
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