|
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.
-2-
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.
-3-
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.
-4-
(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;
-5-
(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
|