EXHIBIT 10.21
INFOSPACE, INC. AND SARAIDE INC.
2000 STOCK PLAN
(Adopted April 17, 2000)
1. Purposes of the Plan. The purposes of this 2000 Stock Plan are to
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attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees, Directors and
Consultants and to promote the success of the businesses of both InfoSpace, Inc.
and Saraide Inc. Options granted under the Plan may be Nonstatutory Stock
Options.
2. Definitions. As used herein, the following definitions shall
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apply:
(a) "Administrator" means the Board, any of its Committees, as
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applicable, as shall be administering the Plan, in accordance with Section 4
hereof.
(b) "Applicable Laws" means the requirements relating to the
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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 InfoSpace Stock or Saraide Stock, as applicable, is listed or
quoted and the applicable laws of any foreign country or jurisdiction where
options are granted under the Plan.
(c) "Board" means the Board of Directors of InfoSpace or Saraide, as
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applicable.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
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(e) "Committee" means a committee of Directors as described in
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Section 4 hereof.
(f) "Consultant" means any natural person who is engaged by InfoSpace
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or Saraide or any Parent or Subsidiary to render consulting or advisory services
to such entity.
(g) "Corporate Transaction" means any of the following shareholder-
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approved transactions to which InfoSpace or Saraide, as applicable, is a party:
(i) a merger or consolidation in which InfoSpace or Saraide, as
applicable, is not the surviving entity, except for (1) a transaction the
principal purpose of which is to change the state of InfoSpace's or Saraide's
incorporation, as applicable, or (2) a transaction in which InfoSpace's or
Saraide's shareholders, as applicable, immediately prior to such merger or
consolidation hold (by virtue of securities received in exchange for their
shares in InfoSpace or Saraide, as applicable) securities of the surviving
entity representing more than fifty percent (50%) of the total voting power of
such entity immediately after such transaction;
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of InfoSpace or Saraide, as applicable, unless
InfoSpace's or Saraide's shareholders, as
applicable, immediately prior to such sale, transfer or other disposition hold
(by virtue of securities received in exchange for their shares in InfoSpace or
Saraide, as applicable) securities of the purchaser or other transferee
representing more than fifty percent (50%) of the total voting power of such
entity immediately after such transaction; or
(iii) any reverse merger in which InfoSpace or Saraide, as
applicable, is the surviving entity but in which InfoSpace's or Saraide's
shareholders, as applicable, immediately prior to such merger do not hold (by
virtue of their shares in InfoSpace or Saraide held immediately prior to such
transaction) securities of InfoSpace or Saraide, as applicable, representing
more than fifty percent (50%) of the total voting power of InfoSpace or Saraide,
as applicable, immediately after such transaction.
(iv) Notwithstanding (i), (ii) and (iii) above, in no event
shall Saraide becoming a 100% owned Subsidiary of InfoSpace constitute a
Corporate Transaction.
(h) "Director" means a member of the Board of Directors of InfoSpace
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or Saraide.
(i) "Employee" means any person, including Officers and Directors,
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employed by InfoSpace, Saraide, or any Parent or Subsidiary of InfoSpace or
Saraide. A Service Provider shall not cease to be an Employee in the case of
(i) any leave of absence approved by InfoSpace or Saraide, as applicable, or
(ii) transfers between locations of InfoSpace, Saraide, any Parent, any
Subsidiary, or any successor. Neither service as a Director nor payment of a
director's fee by InfoSpace or Saraide, as applicable, shall be sufficient to
constitute "employment" by InfoSpace or Saraide, as applicable.
(j) "Exchange Act" means the Securities Exchange Act of 1934, as
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amended.
(k) "Fair Market Value" means, as of any date, the value of InfoSpace
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Stock or Saraide Stock, as applicable, determined as follows:
(i) If the InfoSpace Stock or Saraide Stock, as applicable, is
listed on any established stock exchange or a national market system, including
without limitation the Nasdaq National Market, its Fair Market Value shall be
the closing sales price for such stock (or the closing bid, if no sales were
reported) 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;
(ii) If the InfoSpace Stock or Saraide Stock, as applicable, is
regularly quoted by a recognized securities dealer but selling prices are not
reported, its Fair Market Value shall be the mean between the high bid and low
asked prices for such stock on the day of determination;
(iii) In the absence of an established market for the InfoSpace
Stock or Saraide Stock, as applicable, the Fair Market Value thereof shall be
determined in good faith by the applicable Administrator.
(l) "InfoSpace" means InfoSpace, Inc., a Delaware corporation.
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(m) "InfoSpace Option" means an option to purchase InfoSpace Stock.
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(n) "InfoSpace Stock" means the common stock of InfoSpace.
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(o) "Nonstatutory Stock Option" means an option not intended to
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satisfy the requirements of incentive stock options under Section 422 of the
Code.
(p) "Option Agreement" means a written or electronic agreement between
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InfoSpace or Saraide, as applicable, and an Optionee evidencing the terms and
conditions of an individual option grant. The Option Agreement is subject to
the terms and conditions of the Plan.
(q) "Optionee" means the holder of an outstanding InfoSpace Option or
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Saraide Option, as applicable, granted under the Plan.
(r) "Parent" means a "parent corporation" of either InfoSpace or
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Saraide, as applicable, whether now or hereafter existing, as defined in Section
424(e) of the Code.
(s) "Plan" means this 2000 Stock Plan.
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(t) "Saraide" means Saraide Inc., a Delaware corporation.
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(u) "Saraide Option" means an option to purchase Saraide Stock.
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(v) "Saraide Stock" means the common stock of Saraide Inc.
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(w) "Service Provider" means an Employee, Director or Consultant.
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(x) "Subsidiary" means a "subsidiary corporation" of InfoSpace or
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Saraide, as applicable, whether now or hereafter existing, as defined in Section
424(f) of the Code.
3. Shares Reserved under the Plan.
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(a) InfoSpace Stock. Subject to the provisions of Sections 3(c) and 11
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of the Plan, the maximum aggregate number of InfoSpace Stock authorized for
issuance under the Plan is 10,000,000 shares of InfoSpace Stock.
(b) Saraide Stock. Subject to the provisions of Sections 3(c) and 11,
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the maximum aggregate number of Saraide Stock authorized for issuance under the
Plan is 10,000,000 shares of Saraide.
(c) Option Expiration. If an InfoSpace Option or Saraide Option, as
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applicable, expires or becomes unexercisable without having been exercised in
full, the unpurchased shares of InfoSpace Stock or Saraide, as applicable, which
were subject thereto shall be added back to the applicable reserve under this
Section 3, and shall become available for future grant or sale under the Plan
(unless the Plan has terminated). However, shares of InfoSpace Stock or Saraide
Stock that have actually been issued under the Plan, upon exercise of an
InfoSpace Option or Saraide Option, as applicable, shall not be returned to the
Plan and shall not become available for future distribution under the Plan,
except that if unvested shares of restricted stock issued pursuant to an option
are
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repurchased by either InfoSpace or Saraide, as applicable, at their original
purchase price, such shares shall be added back to the applicable reserve under
this Section 3, and shall become available for future grant under the Plan.
4. Administration of the Plan.
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(a) Procedure.
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(i) Multiple Administrative Bodies. Different Committees with
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respect to different groups of Service Providers may administer the Plan.
However, the grant of options to purchase InfoSpace Stock shall require approval
of an InfoSpace Committee, and the grant of options to purchase Saraide Stock
shall require approval of a Saraide Committee.
(ii) Section 162(m). To the extent that the Administrator
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determines it to be desirable to qualify options granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a Committee of two or more "Outside
Directors" within the meaning of Section 162(m) of the Code.
(iii) Rule 16b-3. To the extent desirable to qualify
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transactions hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder shall be structured to satisfy the requirements for exemption under
Rule 16b-3.
(iv) Other Administration. Other than as provided above, the
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Plan shall be administered by (A) the Board or (B) a Committee, which committee
shall be constituted to satisfy Applicable Laws.
(b) Powers of the Administrator. Subject to the provisions of the
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Plan and, in the case of a Committee, the specific duties delegated by the
applicable Board to such Committee, and subject to the approval of any relevant
authorities, the Administrator shall have the authority, in its discretion:
(i) to determine the Fair Market Value;
(ii) to select the Service Providers to whom InfoSpace Options
and/or Saraide Options may from time to time be granted hereunder;
(iii) to determine the number and type of shares to be covered
by each such option granted hereunder;
(iv) to approve forms of agreement for use under the Plan;
(v) to determine the terms and conditions of any option granted
hereunder;
(vi) 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 foreign laws;
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(vii) to allow Optionees to satisfy withholding tax obligations
by electing to have InfoSpace or Saraide, as applicable, withhold from the
shares to be issued upon exercise of an option 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 an
Optionee 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; and
(viii) to construe and interpret the terms of the Plan and
awards granted pursuant to the Plan.
(c) Effect of Administrator's Decision. All decisions,
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determinations and interpretations of the Administrator shall be final and
binding on all Optionees.
5. Eligibility. Nonstatutory Stock Options may be granted to Service
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Providers. The Plan shall not confer upon any Optionee any right with respect
to continuing the Optionee's relationship as a Service Provider with either
InfoSpace or Saraide, nor shall it interfere in any way with his or her right or
InfoSpace's or Saraide's right to terminate such relationship at any time, with
or without cause.
6. Term of Plan. The Plan shall become effective upon its adoption by
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the Boards of both InfoSpace and Saraide. It shall continue in effect for a
term of ten (10) years unless sooner terminated under Section 13 of the Plan.
7. Term of Option. The term of each option shall be stated in the Option
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Agreement; provided, however, that the term shall be no more than ten (10) years
from the date of grant thereof.
8. Option Exercise Price and Consideration.
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(a) The per share exercise price for the shares of InfoSpace Stock or
Saraide Stock to be issued pursuant to exercise of an option shall be such price
as is determined by the Administrator, subject to the following:
(i) In the case of an option granted to a Service Provider who,
at the time of grant of such option, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of either InfoSpace or
Saraide, or any Parent or Subsidiary of InfoSpace or Saraide, the exercise price
shall be no less than 110% of the Fair Market Value per share on the date of
grant.
(ii) In the case of an option granted to any other Service
Provider, the per share exercise price shall be no less than 85% of the Fair
Market Value per share on the date of grant. In the event an option is intended
to qualify as "performance based compensation" within the meaning of 162(m) of
the Code, the per share exercise price shall be no less than 100% of the Fair
Market Value per share on the date of grant.
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(iii) Notwithstanding the foregoing, options may be granted
with a per share exercise price of less than 100% of Fair Market Value on the
date of grant pursuant to a merger or other corporate transaction.
(b) The consideration to be paid for the shares of InfoSpace Stock or
Saraide Stock to be issued upon exercise of an option, including the method of
payment, shall be determined by the Administrator, and may consist entirely of
(1) cash, (2) check, (3) promissory note, (4) other shares of InfoSpace Stock or
Saraide Stock which (x) in the case of shares acquired directly or indirectly
from either InfoSpace or Saraide have been owned by the Optionee for more than
six months on the date of surrender and (y) have a Fair Market Value on the date
of surrender equal to the aggregate exercise price of the Shares as to which
said option shall be exercised, (5) consideration received by InfoSpace or
Saraide, as applicable, under a formal cashless exercise program adopted by
InfoSpace or Saraide, as applicable, in connection with the Plan, or (6) any
combination of the foregoing methods of payment. In making its determination as
to the type of consideration to accept, the Administrator shall consider if
acceptance of such consideration may be reasonably expected to benefit InfoSpace
or Saraide, as applicable.
(c) The following limitations shall apply to grants of options:
(i) No Service Provider shall be granted, in any fiscal year,
options to purchase more than 1,000,000 shares of InfoSpace Stock and 1,000,000
shares of Saraide Stock.
(ii) In connection with his or her initial service, a Service
Provider may be granted options to purchase up to an additional 1,000,000 shares
of InfoSpace Stock and 1,000,000, shares of Saraide Stock, which shall not count
against the limit set forth in subsection (i) above.
(iii) The foregoing limitations shall be adjusted proportionately
in connection with any change in InfoSpace's or Saraide's capitalization, as
applicable, as described in Section 11.
9. Exercise of Option.
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(a) Procedure for Exercise; Rights as a Shareholder. Any option
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granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement. Except in the case of options granted to
Officers, Directors and Consultants of Saraide, Saraide Options shall become
exercisable at a rate of no less than 20% per year over five (5) years from the
date the options are granted. An InfoSpace Option or Saraide Option may not be
exercised for a fraction of a share.
(b) An option shall be deemed exercised when InfoSpace or Saraide, as
applicable, receives: (i) written or electronic notice of exercise (in
accordance with the Option Agreement) from the person entitled to exercise the
option, and (ii) full payment for the shares with respect to which the option is
exercised. Full payment may consist of any consideration and method of payment
authorized by the Administrator and permitted by the Option Agreement and the
Plan. Shares issued upon exercise of an option shall be issued in the name of
the Optionee or, if requested
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by the Optionee, in the name of the Optionee and his or her spouse. Until the
shares are issued (as evidenced by the appropriate entry on the books of
InfoSpace or Saraide (or of a duly authorized transfer agent of the either)), no
right to vote or receive dividends or any other rights as a shareholder shall
exist with respect to the shares, notwithstanding the exercise of the option.
InfoSpace or Saraide shall issue (or cause to be issued) such shares promptly
after the option is exercised. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the shares are
issued, except as provided in Section 11 of the Plan.
(c) Termination of Relationship as a Service Provider. If an
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Optionee ceases to be a Service Provider, such Optionee may exercise his or her
option within thirty (30) days of termination, or such longer period of time as
specified in the Option Agreement, to the extent that the option is vested on
the date of termination (but in no event later than the expiration of the term
of the option as set forth in the Option Agreement). If, on the date of
termination, the Optionee is not vested as to his or her entire option, the
shares covered by the unvested portion of the option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her option within
the time specified by the Administrator, the option shall terminate, and the
shares covered by such option shall revert to the Plan.
(d) Disability of Optionee. If an Optionee ceases to be a Service
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Provider as a result of the Optionee's Disability, the Optionee may exercise his
or her option within six (6) months of termination, or such longer period of
time as specified in the Option Agreement, to the extent the option is vested on
the date of termination (but in no event later than the expiration of the term
of such option as set forth in the Option Agreement). If, on the date of
termination, the Optionee is not vested as to his or her entire option, the
Shares covered by the unvested portion of the option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her option within
the time specified herein, the option shall terminate, and the shares covered by
such option shall revert to the Plan.
(e) Death of Optionee. If an Optionee dies while a Service Provider,
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the option may be exercised within six (6) months following Optionee's death, or
such longer period of time as specified in the Option Agreement, to the extent
that the option is vested on the date of death (but in no event later than the
expiration of the term of such option as set forth in the Option Agreement) by
the Optionee's designated beneficiary, provided such beneficiary has been
designated prior to Optionee's death in a form acceptable to the Administrator.
If no such beneficiary has been designated by the Optionee, then such option may
be exercised by the personal representative of the Optionee's estate or by the
person(s) to whom the option is transferred pursuant to the Optionee's will or
in accordance with the laws of descent and distribution. If, at the time of
death, the Optionee is not vested as to his or her entire option, the shares
covered by the unvested portion of the option shall immediately revert to the
Plan. If the option is not so exercised within the time specified herein, the
option shall terminate, and the shares covered by such option shall revert to
the Plan.
10. Limited Transferability of Options. Unless determined otherwise by
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the Administrator, options may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or the laws of
descent and distribution, and may be exercised during the lifetime of the
Optionee, only by the Optionee. If the Administrator in its sole discretion
makes a Saraide Option transferable, such option may only be transferred by (i)
will, (ii) the laws of descent
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and distribution, (iii) instrument to an inter vivos or testamentary trust in
which the option is to be passed to beneficiaries upon the death of the
Optionee, or (iv) gift to a member of Optionee's immediate family (as such term
is defined in Rule 16a-1(e) of the Exchange Act). In addition, any transferable
option shall contain additional terms and conditions as the Administrator deems
appropriate.
11. Adjustments Upon Changes in Capitalization, Dissolution or a Corporate
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Transaction.
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(a) Changes in Capitalization. Subject to any required action by the
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shareholders of InfoSpace or Saraide, as applicable, the number and type of
shares which have been authorized for issuance under the Plan but as to which no
options have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an option, and the number and type of shares
covered by each outstanding option, as well as the price per share covered by
each such outstanding option, shall be proportionately adjusted by the
applicable Board, in its discretion, for any increase or decrease in the number
or type of issued shares resulting from a stock split, reverse stock split,
stock dividend, combination, conversion or reclassification or any other
increase or decrease in the number of issued shares of InfoSpace Stock or
Saraide Stock, as applicable. Such adjustment shall be made by the applicable
Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by InfoSpace or
Saraide of shares of its stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number, type or price of shares subject to an
option.
(b) Dissolution or Liquidation. In the event of the proposed
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dissolution or liquidation of InfoSpace or Saraide, as applicable, the
applicable Administrator shall notify each Optionee as soon as practicable prior
to the effective date of such proposed transaction. The applicable Administrator
in its discretion may provide for an Optionee to have the right to exercise his
or her option until fifteen (15) days prior to such transaction as to all of the
shares of stock covered thereby, including shares as to which the InfoSpace
Option or Saraide Option, as applicable, would not otherwise be exercisable. In
addition, the applicable Administrator may provide that any InfoSpace or Saraide
repurchase option, with regard to any shares purchased upon exercise of an
InfoSpace Option or Saraide Option, as applicable, shall lapse as to all such
shares, provided the proposed dissolution or liquidation takes place at the time
and in the manner contemplated. To the extent it has not been previously
exercised, an option will terminate immediately prior to the consummation of
such proposed action.
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(c) Corporate Transaction.
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(i) Unless determined otherwise by the InfoSpace and Saraide
Boards, in the event of a Corporate Transaction of InfoSpace and not of Saraide,
then subsection 11(c)(ii) shall apply only to InfoSpace Options. In addition,
unless determined otherwise by the InfoSpace and Saraide Boards, in the event of
a Corporate Transaction of Saraide and not of InfoSpace, then subsection
11(c)(ii) shall apply only to Saraide Options.
(ii) Subject to subsection 11(c)(i), in the event of any
Corporate Transaction to which either InfoSpace or Saraide is a party, then any
InfoSpace Option or Saraide Option, as applicable, shall terminate immediately
prior to the specified effective date of the Corporate Transaction; provided,
however, that to the extent permitted by applicable law, any unvested InfoSpace
Option or Saraide Option, as applicable, shall vest and become exercisable as to
25% of the unvested shares of InfoSpace Stock or Saraide Stock, as applicable,
immediately prior to the specified effective date of the Corporate Transaction.
Notwithstanding the foregoing, InfoSpace Options and Saraide Options, as
applicable, shall not terminate if, in connection with the Corporate
Transaction, they are to be assumed or substituted by the successor corporation
or its parent company. If an InfoSpace Option or Saraide Option, as applicable,
is not assumed or substituted by the successor corporation or its parent
pursuant the option agreements providing substantially equal value and having
substantially equivalent provisions as the InfoSpace Options or Saraide Options,
as applicable, such options shall vest and become exercisable as to an
additional 25% of the unvested shares of InfoSpace Stock or Saraide Stock, as
applicable, immediately prior to the specified effective date of the Corporate
Transaction.
(d) Other Changes to InfoSpace Stock or Saraide Stock. Subject to
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Section 11(e) below, in the event of any redemption or conversion of either
InfoSpace Stock or Saraide Stock (including any partial redemption or
conversion), or any other occurrence affecting the majority of outstanding
InfoSpace Stock or Saraide Stock, the InfoSpace Board and Saraide Board may, if
they so determine in the exercise of their sole discretion, (i) make appropriate
adjustments to the number and type of shares covered by each outstanding
InfoSpace Option and Saraide Option, and the number and type of shares which
have been authorized for issuance under the Plan but as to which no options have
yet been granted or which have been returned to the Plan upon cancellation or
expiration of an option, as well as the price per share covered by each such
outstanding option under the Plan, (ii) make outstanding options fully
exercisable and vested prior to any such redemption, conversion, sale, or other
occurrence, (iii) impose a date of termination of outstanding options to occur
no later than the date of any such redemption, conversion, sale, or other
occurrence or (iv) provide for any combination of (i), (ii) and (iii) above.
The determination of the Boards pursuant to this Section shall be final, binding
and conclusive.
(e) Conversion of Saraide Options. Notwithstanding the foregoing, in
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the event Saraide becomes a 100% owned subsidiary of InfoSpace, each outstanding
Saraide Option shall be converted into InfoSpace Options at the applicable rate
of conversion of Saraide Stock into InfoSpace Stock, and the InfoSpace Board and
Saraide Board shall make appropriate adjustments to the number and type of
shares covered by each outstanding Saraide Option, and the number of shares
which have been authorized for issuance under the Plan but as to which no
options have yet been
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granted or which have been returned to the Plan upon cancellation or expiration
of an option, as well as the price per share covered by each such outstanding
Saride Option.
12. Date of Grant. The date of grant of an option shall, for all
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purposes, be the date on which the Administrator makes the determination
granting such option, or such other date as is determined by the Administrator.
Notice of the determination shall be given to each Service Provider to whom an
option is so granted within a reasonable time after the date of such grant.
13. Amendment and Termination of the Plan.
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(a) Amendment and Termination. The Plan may be amended, altered,
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suspended or terminated at anytime upon agreement of both the InfoSpace Board
and Saraide Board.
(b) Shareholder Approval. InfoSpace and Saraide shall obtain
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shareholder approval of any Plan amendment to the extent necessary and desirable
to comply with Applicable Laws.
(c) Effect of Amendment or Termination. No amendment, alteration,
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suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and InfoSpace or
Saraide, as applicable. Termination of the Plan shall not affect the
Administrator's ability to exercise the powers granted to it hereunder with
respect to options granted under the Plan prior to the date of such termination.
14. Conditions Upon Issuance of Shares.
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(a) Legal Compliance. Shares of InfoSpace Stock and Saraide Stock
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shall not be issued pursuant to the exercise of an option unless the exercise
of such option and the issuance and delivery of such shares shall comply with
Applicable Laws and shall be further subject to the approval of counsel for
InfoSpace or Saraide, as applicable, with respect to such compliance.
(b) Investment Representations. As a condition to the exercise of an
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option, the Administrator may require the person exercising such option to
represent and warrant at the time of any such exercise that the shares are being
purchased only for investment and without any present intention to sell or
distribute such shares if, in the opinion of counsel for InfoSpace or Saraide,
as applicable, such a representation is required.
15. Inability to Obtain Authority. The inability of InfoSpace or Saraide
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to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by InfoSpace's or Saraide's counsel to be necessary to the
lawful issuance and sale of any shares hereunder, shall relieve InfoSpace and
Saraide of any liability in respect of the failure to issue or sell such shares
as to which such requisite authority shall not have been obtained.
16. Reservation of Shares. InfoSpace and Saraide, during the term of this
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Plan, shall at all times reserve and keep available such number of shares of
InfoSpace Stock and Saraide Stock as shall be sufficient to satisfy the
requirements of the Plan.
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17. Shareholder Approval. The Plan shall be subject to approval by the
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shareholders of InfoSpace and Saraide within twelve (12) months after the date
the Plan is adopted. Such shareholder approval shall be obtained in the manner
and to the degree required under Applicable Laws.
18. Information to Optionees and Purchasers of Saraide Stock. Saraide
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shall provide to each Optionee holding a Saraide Option, not less frequently
than annually, copies of annual financial statements. Saraide shall also
provide such statements to each individual who acquires shares of Saraide Stock
pursuant to the Plan while such individual owns such shares. Saraide shall not
be required to provide such statements to Service Providers whose duties in
connection with InfoSpace or Saraide assure their access to equivalent
information. Notwithstanding the foregoing, if Saraide becomes a 100% owned
subsidiary of InfoSpace, and all Saraide Options are terminated, then Saraide
shall no longer be obligated to provide information pursuant to this Section 18.
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