Exhibit 10.1
TERMS OF THE AMENDED
AND RESTATED STOCK OPTION GRANT PROGRAM FOR NONEMPLOYEE DIRECTORS
UNDER THE
INFOSPACE, INC.
RESTATED 1996 FLEXIBLE STOCK INCENTIVE PLAN
Amended and Restated
as of September 18, 2009
The following provisions set forth the terms of the stock option
grant program (the "Program") for nonemployee directors of
InfoSpace, Inc. (the "Company") under the InfoSpace, Inc. Restated
1996 Flexible Stock Incentive Plan (the "Plan"). The following
terms are intended to supplement, not alter or change, the
provisions of the Plan, and in the event of any inconsistency
between the terms contained herein and in the Plan, the Plan shall
govern. All capitalized terms that are not defined herein shall be
as defined in the Plan.
1. Eligibility
Each elected or appointed director of the Company who is not
otherwise an employee of the Company or an Affiliate (an "Eligible
Director") shall be eligible to receive Initial Grants and Annual
Grants under the Plan, as described below.
2. Initial Grants
(a) Each Eligible Director elected to the Board on or after
September 18, 2009, shall receive a nonqualified stock option to
purchase 50,000 shares of the Company's Stock, which shall be
granted to each Eligible Director upon such Eligible Director's
initial election to the Board.
(b) Initial grants ("Initial Grants") shall be fully vested
immediately upon grant.
3. Annual Grants
Commencing with the 2010 Annual
