**Exhibit10.24**

 

**AMENDMENTTO NON-QUALIFIED STOCK OPTION AGREEMENT**

 

 

**WHEREAS**,the parties hereto desire to amend all outstanding Non-Qualified Stock OptionAgreements (collectively, the “Agreement”), by and between **DIGITAL RIVER, INC.,**a Delaware corporation (the “Company”),and [***name of Optionee***].

 

**NOW, THEREFORE**,effective as of the date hereof, the Agreement is hereby amended to include thefollowing provisions:

 

**1.             SpecialAcceleration.**

 

**(a)          **Notwithstandingany provision in the Agreement or the plan pursuant to which the Agreement wasissued (the “Plan”) to the contrary, upon a Change in Control (as defined inSection 1(b)), the vesting of this Option shall be accelerated in full and theOption shall be fully exercisable.

 

**(b)          **Forpurposes of this Agreement, a “Change in Control” of the Company shall mean anyof the following:  (A)  individualswho constitute the Board of Directors on the date hereof (the “Incumbent Board”)cease for any reason to constitute at least a majority thereof, provided thatany person becoming a director subsequent to the date hereof whose election wasapproved by a vote of at least a majority of the directors comprising theIncumbent Board (or directors elected by the process set forth in thisclause (A)), shall be, for purposes of this clause (A), considered asthough he were a member of the Incumbent Board; or (B) a sale of all orsubstantially all of the assets of the Company, (C) a plan ofreorganization, merger or consolidation or similar transaction occurs in whichthe stockholders of the Company prior to such transaction do not continue tohold, as a result of shares of capital stock of the Company held by them priorto such transaction, a majority of the voting power of the capital stock of thesurviving corporation or entity; (D) a proxy statement shall bedistributed soliciting proxies from stockholders of the Company, by someoneother than the current management of the Company, seeking stockholder approvalof a plan of reorganization, merger or consolidation of the Company with one ormore entities as a result of which the outstanding shares of the class ofsecurities then subject to such a plan or transaction are subsequentlyexchanged for or converted into cash or property or securities not issued bythe Company shall be distributed; or (E) a tender offer is completed for50% or more of the voting securities of the Company then outstanding.

 

**(c)          **Ifany payment or benefit the Optionee would receive pursuant to a Change inControl from the Company or otherwise (“Payment”) would (i) constitute a “parachutepayment” within the meaning of Section 280G of the Code

 

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and (ii) but forthis sentence, be subject to the excise tax imposed by Section 4999 of the Code(the “Excise Tax”), then such Payment shall be equal to the ReducedAmount.  The “Reduced Amount” shall beeither (x) the largest portion of the Payment that would result in no portionof the Payment being subject to the Excise Tax or (y) the largest portion, upto and including the total, of the Payment, whichever amount, after taking intoaccount all applicable federal, state and local employment taxes, income taxesand the Excise Tax (all computed at the highest applicable marginal rate),results in the Optionee’s receipt, on an after-tax basis, of the greater amountof the Payment notwithstanding that all or some portion of the Payment may besubject to the Excise Tax. If a reduction in payments or benefits constituting “parachutepayments” is necessary so that the Payment equals the Reduced Amount, reductionshall occur in the following order unless the Optionee elects in writing adifferent order (*provided, however,* that suchelection shall be subject to Company approval if made on or after the effectivedate of the event that triggers the Payment): reduction of cash payments;cancellation of accelerated vesting of Options; reduction of employeebenefits.  In the event that accelerationof vesting of Option compensation is to be reduced, such acceleration ofvesting shall be cancelled in the reverse order of the date of grant of theOptionee’s options (i.e., earliest granted option cancelled last) unless theOptionee elects in writing a different order for cancellation.

 

The Company shall appoint a nationally recognized accountingfirm to perform the foregoing calculations. The Company shall bear all expenses with respect to the determinationsby such accounting firm required to be made hereunder.

 

The accounting firm engaged to make the determinationshereunder shall provide its calculations, together with detailed supportingdocumentation, to the Optionee and the Company within fifteen (15) calendardays after the date on which the Optionee’s right to a Payment is triggered (ifrequested at that time by the Optionee or the Company) or such other time asrequested by the Optionee or the Company. If the accounting firm determines that no Excise Tax is payable withrespect to a Payment, either before or after the application of the ReducedAmount, it shall furnish the Optionee and the Company with an opinionreasonably acceptable to the Optionee that no Excise Tax will be imposed withrespect to such Payment.  Any good faithdeterminations of the accounting firm made hereunder shall be final, bindingand conclusive upon the Optionee and the Company.

 

**I acknowledge by my signature belowthat I understand that any acceleration of benefits under this Section 1 islikely to trigger excise tax obligations, as described above, under theInternal Revenue Code.**

 

Except asotherwise provided herein, the Agreement is hereby ratified and confirmed andshall continue in full force and effect.

 

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**IN WITNESS WHEREOF**, this Amendment is executed this          day of August, 2005.

 
|   |   | **DIGITAL RIVER, INC.**  |
|--------|--------|--------------------------|
|   |   |                     |
|   |   | By:                      |   |   |
|   |   | Joel A. Ronning          |
|   |   | Chief Executive Officer  |
|   |   |                     |
|   |   | **“OPTIONEE”** |
|   |   | ** **               |
|   |   | ** **               | ** ** |

 

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