Exhibit 10.10
¨ Grantee’s
Copy
¨ Company's
Copy
COSTAR GROUP, INC.
2007 STOCK INCENTIVE
PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
To
«Name»:
CoStar Group, Inc. (the " Company ") has
granted you a nonqualified stock option (the " Option ")
under the CoStar Group, Inc. 2007 Stock Incentive Plan, as amended
from time to time (the " Plan "), to purchase
«NoShares» shares (the " Shares ") of common
stock of the Company (the " Common Stock "), at
«Price» per share (the " Exercise
Price"). The date of grant
is
«DateofGrant».
This Option is subject in all respects to the
applicable provisions of the Plan, a copy of which is attached,
except as otherwise noted. By signing this agreement
(the " Agreement "), you acknowledge that you have received
and read the Plan. This Agreement incorporates the Plan
by reference and specifies other applicable terms and
conditions. All capitalized terms not defined by this
Agreement have the meanings given in the Plan. The
Compensation Committee of the Company's Board of Directors (or
other administrator of the Plan, the " Administrator ") may
adjust the number of Shares and the Exercise Price with respect to
your Option from time to time in accordance with the
Plan.
This Option is not intended to be an incentive
stock option under Section 422 of the Internal Revenue Code of
1986, as amended, and will be interpreted accordingly.
In addition to the terms, conditions, and
restrictions set forth in the Plan, the following terms,
conditions, and restrictions apply to the Option:
|
|
Vesting . The schedule for exercising the
Option is as follows, subject to the expiration provisions set
forth in Section 3 below:
|
|
|
You may
exercise the Option on the following schedule:
|
[Set forth
vesting schedule.]
No portion of
the Option that is unexercisable at your termination of employment,
consultancy, directorship or other position making you an eligible
participant under the Plan will thereafter become exercisable,
unless the Administrator determines otherwise.
|
|
The Option will
become immediately exercisable in full upon the occurrence of a
Change in Control.
|
“
Change in Control ” means the occurrence of any one or
more of the following events:
|
|
a Person (as
the term person is used for purposes of Section 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended) (other than the
Company, any Company subsidiary, any Company benefit plan, or any
underwriter temporarily holding securities for an offering of such
securities) acquires ownership of more than 80% of the undiluted
total voting power of the Company’s then outstanding
securities eligible to vote to elect members of the Board (the
“ Company Voting Securities ”);
|
|
|
consummation of
a merger, consolidation or reorganization of the Company with or
into any other entity, unless the holders of the Company Voting
Securities outstanding immediately before such consummation,
together with any trustee or other fiduciary holding securities
under a Company benefit plan, hold securities that represent
immediately after such merger or consolidation at least 20% of the
combined voting power of the then outstanding voting securities of
either the Company or the other surviving entity or its parent;
or
|
|
|
the
stockholders of the Company approve (A) a plan of complete
liquidation or dissolution of the Company or (B) an agreement for
the Company’s sale or disposition of all or substantially all
of the Company’s assets, and such liquidation,
dissolution, sale or disposition is consummated.
|
Even if other
tests are met, a Change of Control has not occurred under any
circumstances in which the Company files for bankruptcy protection
or is reorganized following a bankruptcy filing.
The provisions
of Section 4 will also apply if the Change in Control is a
Substantial Corporate Change (as defined in those
provisions).
|
|
The
Administrator may, in its sole discretion, accelerate the time at
which you may exercise part or all of the Option.
|
|
|
The vesting
period and/or exercisability of the Option may be adjusted by the
Administrator to reflect the decreased level of employment or other
applicable service during any period in which you are on an
approved leave of absence or employed or providing applicable
services on a less than full time basis, provided, that the
Administrator may take into consideration any accounting
consequences to the Company.
|
|
|
Exercise . Subject to this Agreement and the
Plan, unless the Administrator determines otherwise, you may
exercise the Option only by a written “Notice of
Exercise” to the Company or its designee on a form specified
by the Company on or before the date the Option
expires. Unless the Administrator determines otherwise,
each such Notice must:
|
|
|
state your
election to exercise the Option and the number of Shares with
respect to which you are exercising the Option;
|
|
|
be signed by
you or, if you have died or become disabled, by the party entitled
to exercise the Option;
|
|
|
c.
|
contain such
representations as the Company reasonably requires; and
|
|
|
d.
|
be accompanied
by payment of the Exercise Price in full through one, or a
combination, of the following payment methods, which method(s)
shall be indicated in the Notice of Exercise:
|
|
|
cashier's or
certified check in the amount of the Exercise Price payable to the
order of the Company;
|
|
|
direction to
the Company through your Notice of Exercise to send the share
certificates to be issued under this Option to a licensed broker
acceptable to the Company as your agent in exchange for the
broker's tendering to the Company cash (or acceptable cash
equivalents) equal to the Exercise Price, for the Shares with
respect to which the Option is being exercised, as part of a
cashless exercise;
|
|
|
unless the
Administrator determines otherwise, by surrender to the Company of
shares of Common Stock with a Fair Market Value on the date of
exercise equal to all or part of the Exercise Price (with any
balance paid by cash or check or, unless the Administrator
determines otherwise, deducted from salary or other amounts payable
to you), for the Shares with respect to which the Option is being
exercised; provided, however , that you may not surrender
(turn in) previously held or owned Common Stock of the Company as
payment unless you have held such stock for more than six months
before the surrender. For purposes hereof, the date of
exercise shall be the date of delivery of (A) the duly executed
Notice of Exercise and (B) the shares tendered for payment
of the Exercise Price;
|
|
|
unless the
Administrator determines otherwise, attestation of ownership of
Common Stock and issuance of a net number of shares upon Option
exercise; or
|
|
|
unless the
Administrator determines otherwise, by the Company withholding from
the shares of Common Stock otherwise issuable to you upon the
exercise of the Option (or portion thereof) the whole number of
shares with a Fair Market Value on the date of exercise equal to
all or part of the Exercise Price (rounded down, with any balance
paid by cash or check or, unless the Administrator determines
otherwise, deducted from salary or other amounts payable to you on
such date of exercise). For purposes hereof, the date of
exercise shall be the date of delivery of the duly executed Notice
of Exercise.
|
The Company shall not be obligated to issue any
shares of Common Stock until you have paid the total Exercise Price
for that number of shares of Common Stock you have elected to
purchase. Shares of Common Stock will be issued as soon
as is practical after exercise.
|
|
Expiration . The Option will expire no later
than the close of business on «ExpirationDate» (ten
years from the date of grant).
|
Unless the Administrator determines otherwise at
any time, you will forfeit any unexercised portions of the Option
(whether or not then exercisable) upon the first to occur
of:
|
|
the Option's
expiration under the preceding sentence,
|
|
|
the 90th day
after your resignation, including retirement (for any reason other
than disability),
|
|
|
the 90th day
after the Company terminates your employment or other applicable
service (for any reason other than disability),
|
|
|
in the event of
the termination of your employment or other applicable service to
the Company for disability (as determined by the Administrator),
the earlier of (i) the first anniversary of the termination of your
service and (ii) 30 days after you cease to have a disability,
where, for purposes of this Agreement, “ disability
” means the inability to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or that has
lasted or can be expected to last for a continuous period of not
less than twelve months,
|
|
|
the first
anniversary of your date of death, and
|
|
|
the date you
violate any covenant not to compete, nonsolicitation covenant or
similar covenant in effect between you and the Company.
|
The
Administrator, in its sole discretion, will determine all questions
of whether particular terminations or leaves of absence are
terminations of employment or other applicable ser
|
