EXHIBIT 10.20
INFOSPACE, INC.
RESTATED 1996 FLEXIBLE STOCK
INCENTIVE PLAN
NONQUALIFIED STOCK OPTION LETTER
AGREEMENT
TO:
(“Optionee”).
This Agreement is made as of
.
We are pleased to inform you that
you have been selected by the Company to receive a stock option
(the “Option”) to purchase shares (the “Option
Shares”) of the Company’s Common Stock under the
Company’s Restated 1996 Flexible Stock Incentive Plan (the
“Plan”).
The terms of the Option are as set
forth in this Agreement and in the Plan. The Plan is incorporated
by reference into this Agreement, which means that this Agreement
is limited by and subject to the express terms and provisions of
the Plan. Capitalized terms that are not defined in this Agreement
have the meanings given to them in the Plan.
The most important terms of the
Option are summarized as follows:
1. Grant Date:
2. Number of
Shares:
3. Exercise Price:
4. Expiration
Date:
5. Vesting Commencement
Date:
6. Type of Option: Nonqualified
stock option (“NSO”)
7. The Option shall vest as
follows:
8. Exercisability:
Any portion of the option that is
not exercised shall accumulate and may be exercised at any time
during the Option Period prior to the Termination Date. No partial
exercise of this option may be for less than 5% of the total number
of shares of Stock then available under this option. In no event
shall the Company be required to issue fractional
shares.
9. Termination of
Option: The unvested
portion of the Option will terminate automatically and without
further notice immediately upon termination (voluntary or
involuntary) of your employment or service relationship with the
Company. The vested portion of the Option will terminate
automatically and without further notice on the earliest of
the dates set forth below:
(a) three months after termination
of your employment or service relationship with the Company for any
reason other than disability (as defined below) or
death;
(b) one year after termination of
your employment or service relationship with the Company by reason
of disability or death;
(c) ten days after termination of
your employment with the Company for cause (as defined below);
or
(d) the Expiration Date.
It is your responsibility to be
aware of the date your option terminates.
The term “disability”
means a mental or physical impairment that is expected to result in
death or that has lasted or is expected to last for a continuous
period of 12 months or more and that causes you to be unable, in
the opinion of the Company, to perform your duties for the Company
or an Affiliate and to be engaged in any substantial gainful
activity.
The term “cause” means
dishonesty, fraud, misconduct, unauthorized use or disclosure of
confidential information or trade secrets, or conviction or
confession of a crime punishable by law (except minor violations),
in each case as determined by the Plan Administrator, and its
determination will be conclusive and binding.
10. Leave of Absence:
The effect of a Company-approved
leave of absence on the terms and conditions of the Option will be
determined by the Plan Administrator and subject to applicable
laws. Unless otherwise provided by the Plan Administrator,
options will cease vesti
