STOCK RESALE RESTRICTION
AGREEMENT
This STOCK
RESALE RESTRICTION AGREEMENT (the "Agreement") with respect to
certain stock option award agreements (the "Option Agreements")
issued under the Aptimus, Inc. 1997 Stock Option Plan (the "Plan")
is made and entered into as of December 23, 2005 (“Effective
Date”) by and between Aptimus, Inc., a Washington corporation
("Company"), and the employee, director or service provider whose
name appears in the signature block below ("Holder").
A. Holder has been granted one or more options
(each, an "Option") to acquire shares of common stock of the
Company (the "Shares") in such quantities and at the exercise
prices set forth in Exhibit A hereto pursuant to the Option
Agreements;
B. The Options designated on Exhibit A are
fully vested and exercisable by reason of an action of the
Company's Board of Directors, effective December 31, 2005;
and
C. Company and Holder wish to impose certain
resale restrictions
on the Shares
subject to the Options as provided herein on the terms and
conditions contained herein.
NOW, THEREFORE,
it is agreed as follows:
1. Resale Restriction . Holder shall not sell, contract to sell,
grant any option to purchase, transfer any economic interest in or
legal or equitable title to, pledge, encumber, hypothecate or
otherwise transfer or dispose of (together “Resale
Restrictions”) all or any portion of the Shares until the
Shares have been released from the Resale Restrictions as provided
herein.
2. Restricted Shares . The Shares designated "Restricted" on
Exhibit A shall be subject to the Resale
Restrictions.
3. Release of Restriction . The Resale Restrictions in respect to the
Shares shall lapse, and such Shares shall become free of the
restrictions imposed by this Agreement, in accordance with the
schedule set forth on Exhibit A hereto.
4. Effect of Termination . Notwithstanding anything in this Agreement to
the contrary, in the event Holder's employment or service with
Company is terminated for any reason, 100% of the Shares shall
become free from the Resale Restrictions as of the effective date
of such termination of employment or service, as the case may
be.
5. Legend . To enforce the restrictions contained in this
Agreement, Holder understands and agrees that Company shall cause
the legend set forth below or a legend substantially equivalent
thereto, to be placed upon any certificate(s) evidencing ownership
of such Shares, if any, issued prior to the lapse and release of
the Resale Restrictions in respect to such Shares, together with
any other legends that may be required by Company or by applicable
state or federal securities laws:
THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
ON RESALE, AS SET FORTH IN THE RESALE RESTRICTION AGREEMENT BETWEEN
THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH
MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH RESALE
RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.
Each
certificate or certificates including the legend set forth herein
shall be held by the Secretary of the Company or the stock transfer
agent or brokerage service selected by the Secretary of the Company
to provide such services.
6. Stop-Transfer Notices . Holder agrees that, in order to ensure
compliance with the rest
