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                                                                    Exhibit 10.1
                                                                    ------------

                                 SWITCHBOARD INCORPORATED

                                 1996 Stock Incentive Plan
                                 -------------------------

Section 1.  Purpose
            -------

     The purpose of this Stock Incentive Plan (the "Plan") is to advance the
interests of Switchboard Incorporated by enhancing its ability to attract and
retain key employees, officers, directors, consultants and advisors who are in a
position to contribute to the Company's future growth and success.

Section 2.  Definitions
            -----------

     "Award" means any Option, Stock Appreciation Right, Performance Share,
Restricted Stock or Unrestricted Stock awarded under the Plan.

     "Board" means the Board of Directors of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

     "Committee" means a committee of not less than two members of the Board
appointed by the Board to administer the Plan.

     "Common Stock" or "Stock" means the Common Stock, $.01 par value per share,
of the Company.

     "Company" means Switchboard Incorporated, a Delaware corporation, and,
except where the content otherwise requires, all present and future subsidiaries
of the Company as defined in Section 424(f) of the Code.

     "Designated Beneficiary" means the beneficiary designated by a Participant,
in a manner determined by the Board, to receive amounts due or exercise rights
of the Participant in the event of the Participant's death.  In the absence of
an effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.

     "Fair Market Value" means, with respect to Common Stock or any other
property, the fair market value of such property as determined by the Board in
good faith or in the manner established by the Board from time to time.

     "Incentive Stock Option" means an option to purchase shares of Common Stock
awarded to a Participant under Section 6 which is intended to meet the
requirements of Section 422 of the Code or any successor provision.



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     "Nonstatutory Stock Option" means an option to purchase shares of Common
Stock awarded to a Participant under Section 6 which is not intended to be an
Incentive Stock Option.

     "Option" means an Incentive Stock Option or a Nonstatutory Stock Option.

     "Participant" means a person selected by the Board to receive an Award
under the Plan.

     "Performance Shares" mean shares of Common Stock which may be earned by the
achievement of performance goals awarded to a Participant under Section 8.

     "Reporting Person" means a person subject to Section 16 of the Securities
Exchange Act of 1934 or any successor provision.

     "Restricted Period" means the period of time selected by the Board during
which shares subject to a Restricted Stock Award may be repurchased by or
forfeited to the Company.

     "Restricted Stock" means shares of Common Stock awarded to a Participant
under Section 9.

     "Stock Appreciation Right" or "SAR" means a right to receive any excess in
Fair Market Value of shares of Common Stock over the exercise price awarded to a
Participant under Section 7.

     "Unrestricted Stock" means shares of Common Stock awarded to a Participant
under Section 9(c).

Section 3.  Administration
            --------------

     The Plan will be administered by the Board.  The Board shall have authority
to make Awards and to adopt, amend and repeal such administrative rules,
guidelines and practices relating to the Plan as it shall deem advisable from
time to time, and to interpret the provisions of the Plan.  The Board's
decisions shall be final and binding.  No member of the Board shall be liable
for any action or determination relating to the Plan made in good faith.  To the
extent permitted by applicable law, the Board may delegate to one or more
executive officers of the Company the power to make Awards to Participants who
are not Reporting Persons and all determinations under the Plan with respect
thereto, provided that the Board shall fix the maximum amount of such Awards to
be made by such executive officers and a maximum amount for any one Participant.
To the extent permitted by applicable law, the Board may appoint a Committee to
administer the Plan and, in such event, all references to the Board in the Plan
shall mean such Committee or the Board.  All decisions by the Board or the
Committee pursuant to the Plan


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shall be final and binding on all persons having or claiming any interest in the
Plan or in any Award.

Section 4.  Eligibility
            -----------

     All of the Company's employees, officers, directors, consultants and
advisors who are expected to contribute to the Company's future growth and
success, other than persons who have irrevocably elected not to be eligible, are
eligible to be Participants in the Plan.  Subject to adjustment pursuant to
Section 5(b) below, the maximum number of shares of Common Stock which may be
the subject of Awards made to any one employee under the Plan during any
calendar year shall be 250,000 shares of Common Stock.  For the purposes of
calculating such maximum number, (a) an Award shall continue to be treated as
outstanding notwithstanding its repricing, cancellation or expiration and (b)
the repricing of an outstanding Award or the issuance of a new Award in
substitution for a cancelled Award shall be deemed to constitute the grant of a
new additional Award separate from the original grant of the Award that is
repriced or cancelled. Incentive Stock Options may be awarded only to persons
eligible to receive Incentive Stock Options under the Code.

Section 5.  Stock Available for Awards
            --------------------------

     (a) Subject to adjustment under subsection (b) below, Awards may be made
under the Plan for up to 1,500,000 shares of Common Stock.  If any Award in
respect of shares of Common Stock expires or is terminated unexercised or is
forfeited for any reason or settled in a manner that results in fewer shares
outstanding than were initially awarded, the shares subject to such Award or so
surrendered, as the case may be, to the extent of such expiration, termination,
forfeiture or decrease, shall again be available for award under the Plan,
subject, however, in the case of Incentive Stock Options, to any limitation
required under the Code.  Shares issued under the Plan may consist in whole or
in part of authorized but unissued shares or treasury shares.

     (b) In the event that the Board, in its sole discretion, determines that
any stock dividend, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination or other
similar transaction affects the Common Stock such that an adjustment is required
in order to preserve the benefits or potential benefits intended to be made
available under the Plan, then the Board, subject, in the case of Incentive
Stock Options and any adjustments made to Section 4, to any limitation required
under the Code, shall equitably adjust any or all of (i) the number and kind of
shares in respect of which Awards may be made under the Plan, (ii) the number
and kind of shares in respect to the maximum number of


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Awards issuable to any one employee, (iii) the number and kind of shares subject
to outstanding Awards, and (iv) the award, exercise or conversion price with
respect to any of the foregoing, and if considered appropriate, the Board may
make provision for a cash payment with respect to an outstanding Award, provided
that the number of shares subject to any Award shall always be a whole number.

     (c) The Board may grant Awards under the Plan in substitution for stock and
stock based awards held by employees of another corporation who concurrently
become employees of the Company as a result of a merger or consolidation of the
employing corporation with the Company or a Subsidiary or the acquisition by the
Company or a subsidiary of property or stock of the employing corporation.  The
substitute Awards shall be granted on such terms and conditions as the Board
considers appropriate in the circumstances.  The shares which may be delivered
under such substitute Awards shall be in addition to the maximum number of
shares provided for in Section 5(a) only to the extent that the substitute
Awards are (i) granted to persons whose relationship to the Company does not
make (and is not expected to make) them Reporting Persons; (ii) granted in
substitution for awards issued under a plan approved, to the extent then
required under Rule 16b-3, by the stockholders of the entity which issued such
predecessor awards; and (iii) not intended to be Incentive Stock Options or
exempt from Section 162(m) of the Code.

Section 6.  Stock Options
            -------------

     (a)  General.
          -------

          (i)    Subject to the provisions of the Plan, the Board may award
Incentive Stock Options and Nonstatutory Stock Options, and determine the number
of shares to be covered by each Option, the option price therefor and the
conditions and limitations applicable to the exercise of the Option.  The terms
and conditions of Incentive Stock Options shall be subject to and comply with
Section 422 of the Code, or any successor provision, and any regulations
thereunder.
          (ii)   The Board shall establish the exercise price at the time each
Option is awarded.  In the case of Incentive Stock Options, such price shall not
be less than 100% of the Fair Market Value of the Common Stock on the date of
award.

          (iii)  Each Option shall be exercisable at such times and subject to
such terms and conditions as the Board may specify in the applicable Award or
thereafter.  The Board may impose such conditions with respect to the exercise
of options, including conditions relating to applicable federal or state
securities laws, as it considers necessary or advisable.


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          (iv)   Options granted under the Plan may provide for the payment of
the exercise price by delivery of cash or check in an amount equal to the
exercise price of such options or, to the extent permitted by the Board at or
after the award of the Option, by (A) delivery of shares of Common Stock owned
by the optionee for at least six months (or such shorter period as is approved
by the Board), valued at their Fair Market Value, (B) delivery of a promissory
note of the optionee to the Company on terms determined by the Board, (C)
delivery of an irrevocable undertaking by a broker to deliver promptly to the
Company sufficient funds to pay the exercise price or delivery of irrevocable
instructions to a broker to deliver promptly to the Company cash or a check
sufficient to pay the exercise price, (D) payment of such other lawful
consideration as the Board may determine, or (E) any combination of the
foregoing.

          (v)    The Board may provide for the automatic award of an Option upon
the delivery of shares to the Company in payment of the exercise price of an
Option for up to the number of shares so delivered.

          (vi)   The Board may at any time accelerate the time at which all or
any part of an Option may be exercised.

     (b)  Incentive Stock Options.
          -----------------------

          Options granted under the Plan which are intended to be Incentive
Stock Options shall be subject to the following additional terms and conditions:

          (i)  All Incentive Stock Options granted under the Plan shall, at the
time of grant, be specifically designated as such in the option agreement
covering such Incentive Stock options.  The option exercise period shall not
exceed ten years from the date of grant.

          (ii) If any employee to whom an Incentive Stock Option is to be
granted under the Plan is, at the time of the grant of such option, the owner of
stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company (after taking into account the attribution of stock
ownership rule of Section 424(d) and of the Code), then the following special
provisions shall be applicable to the Incentive Stock Option granted to such
individual:

               (x) The purchase price per share of the Common Stock subject to
such Incentive Stock option shall not be less than 110% of the Fair Market Value
of one share of Common Stock at the time of grant; and


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                 (y) The option exercise period shall not exceed five years from
the date of grant.

          (iii)      For so long as the Code shall so provide, options granted
to any employee under the Plan (and any other incentive stock option plans of
the Company) which are intended to constitute Incentive Stock Options shall not
constitute Incentive Stock Options to the extent that such options, in the
aggregate, become exercisable for the first time in any one calendar year for
shares of Common Stock with an aggregate Fair Market Value (determined as of the
respective date or dates of grant) of more than $100,000.

          (iv)       No Incentive Stock Option may be exercised unless, at the
time of such exercise, the Participant is, and has been continuously since the
date of grant of his or her Option, employed by the Company, except that:

                 (x) an Incentive Stock Option may be exercised within the
period of three months after the date the Participant ceases to be an employee
of the Company (or within such lesser period as may be specified in the
applicable option agreement), provided, that the agreement with respect to such
                              --------
option may designate a longer exercise period and that the exercise after such
three-month period shall be treated as the exercise of a Nonstatutory Stock
Option under the Plan;

                 (y) if the Participant dies while in the employ of the Company,
or within three months after the Participant ceases to be such an employee, the
Incentive Stock Option may be exercised by the Participant's Designated
Beneficiary within the period of one year after the date of death (or within
such lesser period as may be specified in the applicable option agreement); and

                 (z) if the Participant becomes disabled (within the meaning of
Section 22(e)(3) of the Code or any successor provision thereto) while in the
employ of the Company, the Incentive Stock Option may be exercised within the
period of one year after the date of death (or within such lesser period as may
be specified in the Option agreement).

For all purposes of the Plan and any Option granted hereunder, "employment"
shall be defined in accordance with the provisions of Section 1.421-7(h) of the
Income Tax Regulations (or any successor regulations).  Notwithstanding the
foregoing provisions, no Incentive Stock Option may be exercised after its
expiration date.

Section 7.  Stock Appreciation Rights
            -------------------------


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     (a)  The Board may grant Stock Appreciation Rights entitling recipients on
exercise of the SAR to receive an amount, in cash or Stock or a combination
thereof (such form to be determined by the Board), determined in whole or in
part by reference to appreciation in the Fair Market Value of the Stock between
the date of the Award and the exercise of the Award.  A Stock Appreciation Right
shall entitle the Participant to receive, with respect to each share of Stock as
to which the SAR is exercised, the excess of the share's Fair Market Value on
the date of exercise over its Fair Market Value on the date the SAR was granted.
The Board may also grant Stock Appreciation Rights that provide that, following
a change in control of the Company (as defined by the Board at the time of the
Award), the holder of such SAR will be entitled to receive, with respect to each
share of Stock subject to the SAR, an amount equal to the excess of a specified
value (which may include an average of values) for a share of Stock during a
period preceding such change in control over the Fair Market Value of a share of
Stock on the date the SAR was granted.

     (b)  Stock Appreciation Rights may be granted in tandem with, or
independently of, Options granted under the Plan.  A Stock Appreciation Right
granted in tandem with an option which is not an Incentive Stock Option may be
granted either at or after the time the Option is granted.  A Stock Appreciation
Right granted in tandem with an Incentive Stock Option may be granted only at
the time the Option is granted.

     (c)  When Stock Appreciation Rights are granted in tandem with Options, the
following provisions will apply:

          (i)    The Stock Appreciation Right will be exercisable only at such
time or times, and to the extent, that the related Option is exercisable and
will be exercisable in accordance with the procedure required for exercise of
the related Option.

          (ii)   The Stock Appreciation Right will terminate and no longer be
exercisable upon the termination or exercise of the related option, except that
a Stock Appreciation Right granted with respect to less than the full number of
shares covered by an Option will not be reduced until the number of shares as to
which the related option has been exercised or has terminated exceeds the number
of shares not covered by the Stock Appreciation Right.

          (iii)  The Option will terminate and no longer be exercisable upon the
exercise of the related Stock Appreciation Right.

          (iv)   The Stock Appreciation Right will be transferable only with the
related Option.


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          (v)    A Stock Appreciation Right granted in tandem with an Incentive
Stock Option may be exercised only when the market price of the Stock subject to
the Option exceeds the exercise price of such option.

     (d)  A Stock Appreciation Right not granted in tandem with an Option will
become exercisable at such time or times, and on such conditions, as the Board
may specify.

     (e)  The Board may at any time accelerate the time at which all or any part
of the SAR may be exercised.

Section 8.  Performance Shares
            ------------------

     (a)  The Board may make Performance Share Awards entitling recipients to
acquire shares of Stock upon the attainment of specified performance goals.  The
Board may make Performance Share Awards independent of or in connection with the
granting of any other Award under the Plan.  The Board in its sole discretion
shall determine the performance goals applicable under each such Award, the
periods during which performance is to be measured, and all other limitations
and conditions applicable to the awarded Performance Shares; provided, however,
that the Board may rely on the performance goals and other standards applicable
to other performance plans of the Company in setting the standards for
Performance Share Awards under the Plan.

     (b)  Performance Share Awards and all rights with respect to such Awards
may not be sold, assigned, transferred, pledged or otherwise encumbered.

     (c)  A Participant receiving a Performance Share Award shall have the
rights of a stockholder only as to shares actually received by the Participant
under the Plan and not with respect to shares subject to an Award but not
actually received by the Participant. A Participant shall be entitled to receive
a stock certificate evidencing the acquisition of shares of Stock under a
Performance Share Award only upon satisfaction of all conditions specified in
the agreement evidencing the Performance Share Award.

     (d)  The Board may at any time accelerate or waive any or all of the goals,
restrictions or conditions imposed under any Performance Share Award.

Section 9.  Restricted and Unrestricted Stock
            ---------------------------------

     (a)  The Board may grant Restricted Stock Awards entitling recipients to
acquire shares of Stock, subject to the right of the Company to repurchase all
or part of such shares at their purchase price (or to require forfeiture of such
shares if


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purchased at no cost) from the recipient in the event that conditions specified
by the Board in the applicable Award are not satisfied prior to the end of the
applicable Restricted Period or Restricted Periods established by the Board for
such Award. Conditions for repurchase (or forfeiture) may be based on continuing
employment or service or achievement of pre-established performance or other
goals and objectives.

     (b)  Shares of Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered, except as permitted by the Board, during the
applicable Restricted Period.  Shares of Restricted Stock shall be evidenced in
such manner as the Board may determine.  Any certificates issued in respect of
shares of Restricted Stock shall be registered in the name of the Participant
and, unless otherwise determined by the Board, deposited by the Participant,
together with a stock power endorsed in blank, with the Company (or its
designee).  At the expiration of the Restricted Period, the Company (or such
designee) shall deliver such certificates to the Participant or if the
Participant has died, to the Participant's Designated Beneficiary.

     (c)  The Board may, in its sole discretion, grant (or sell at a purchase
price determined by the Board, which shall not be lower than 85% of Fair Market
Value on the date of sale) to Participants shares of Stock free of any
restrictions under the Plan ("Unrestricted Stock").

     (d)  The purchase price for each share of Restricted Stock and Unrestricted
Stock shall be determined by the Board of Directors and may not be less than the
par value of the Common Stock.  Such purchase price may be paid in the form of
past services or such other lawful consideration as is determined by the Board.

     (e)  The Board may at any time accelerate the expiration of the Restricted
Period applicable to all, or any particular, outstanding shares of Restricted
Stock.

Section 10.  General Provisions Applicable to Awards
             ---------------------------------------

     (a)  Applicability of Rule 16b-3.  Those provisions of the Plan which make
          ---------------------------
an express reference to Rule 16b-3 shall apply to the Company only at such time
as the Company's Common Stock is registered under the Securities Exchange Act of
1934, or any successor provision, and then only to Reporting Persons.

     (b)  Nontransferability.  Except as otherwise permitted by the Board in the
          ------------------
applicable Award, Awards shall not be assignable or transferable by the
Participant to whom they are granted, either voluntarily or by operation of law.


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     (c)  Documentation.  Each Award under the Plan shall be evidenced by an
          -------------
instrument delivered to the Participant specifying the terms and conditions
thereof and containing such other terms and conditions not inconsistent with the
provisions of the Plan as the Board considers necessary or advisable.  Such
instruments may be in the form of agreements to be executed by both the Company
and the Participant, or certificates, letters or similar documents, acceptance
of which will evidence agreement to the terms thereof and of this Plan.

     (d)  Board Discretion.  Each type of Award may be made alone, in addition
          ----------------
to or in relation to any other type of Award. The terms of each type of Award
need not be identical, and the Board need not treat Participants uniformly.
Except as otherwise provided by the Plan or a particular Award, any
determination with respect to an Award may be made by the Board at the time of
award or at any time thereafter.

     (e)  Termination of Status.  Subject to the provisions of Section 6(b)(iv),
          ---------------------
the Committee shall determine the effect on an Award of the disability, death,
retirement, authorized leave of absence or other termination of employment or
other status of a Participant and the extent to which, and the period during
which, the Participant's legal representative, guardian or Designated
Beneficiary may exercise rights under such Award.

     (f)  Mergers, Etc.  In the event of a consolidation, merger or other
          -------------
reorganization in which all of the outstanding shares of Common Stock are
exchanged for securities, cash or other property of any other corporation or
business entity (an "Acquisition") or in the event of a liquidation of the
Company, the Board of Directors of the Company, or the board of directors of any
corporation assuming the obligations of the Company, may, in its discretion,
take any one or more of the following actions as to outstanding Awards: (i)
provide that such Awards shall be assumed, or substantially equivalent Awards
shall be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof) on such terms as the Board determines to be appropriate, (ii)
upon written notice to Participants, provide that all unexercised options or
SARs will terminate immediately prior to the consummation of such transaction
unless exercised by the Participant within a specified period following the date
of such notice, (iii) in the event of an Acquisition under the terms of which
holders of the Common Stock of the Company will receive upon consummation
thereof a cash payment for each share surrendered in the Acquisition (the
"Acquisition Price"), make or provide for a cash payment to Participants equal
to the difference between (A) the Acquisition Price times the number of shares
of Common Stock subject to outstanding Options or SARs (to the extent then
exercisable at prices not in excess of the Acquisition Price) and (B) the
aggregate exercise price of all


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such outstanding Options or SARs in exchange for the termination of such Options
and SARs, and (iv) provide that all or any outstanding Awards shall become
exercisable or realizable in full prior to the effective date of such
Acquisition.

     (g)  Withholding.  The Participant shall pay to the Company, or make
          -----------
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in respect of Awards under the Plan no later than the date of the
event creating the tax liability.  In the Board's discretion, and subject to
such conditions as the Board may establish, such tax obligations may be paid in
whole or in part in shares of Common Stock, including shares retained from the
Award creating the tax obligation, valued at their Fair Market Value.  The
Company may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to the Participant.

     (h)  Foreign Nationals.  Awards may be made to Participants who are foreign
          -----------------
nationals or employed outside the United States on such terms and conditions
different from those specified in the Plan as the Board considers necessary or
advisable to achieve the purposes of the Plan or comply with applicable laws.

     (i)  Amendment of Award.  The Board may amend, modify or terminate any
          ------------------
outstanding Award, including substituting therefor another Award of the same or
a different type, changing the date of exercise or realization and converting an
Incentive Stock Option to a Nonstatutory Stock Option, provided that the
Participant's consent to such action shall be required unless the Board
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.

     (j)  Cancellation and New Grant of Options.  The Board of Directors shall
          -------------------------------------
have the authority to effect, at any time and from time to time, with the
consent of the affected optionees, (i) the cancellation of any or all
outstanding options under the Plan and the grant in substitution therefor of new
Options under the Plan covering the same or different numbers of shares of
Common Stock and having an option exercise price per share which may be lower or
higher than the exercise price per share of the cancelled Options or (ii) the
amendment of the terms of any and all outstanding Options under the Plan to
provide an option exercise price per share which is higher or lower than the
then current exercise price per share of such outstanding Options.

     (k)  Conditions on Delivery of Stock.  The Company will not be obligated to
          -------------------------------
deliver any shares of Stock pursuant to the Plan or to remove restrictions from
shares previously delivered under the Plan (i) until all conditions of the Award
have been satisfied or removed, (ii) until, in the opinion of the Company's


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counsel, all applicable federal and state laws and regulations have been
complied with, (iii) if the outstanding Stock is at the time listed on any stock
exchange, until the shares to be delivered have been listed or authorized to be
listed on such exchange upon official notice of notice of issuance, and (iv)
until all other legal matters in connection with the issuance and delivery of
such shares have been approved by the Company's counsel.  If the sale of Stock
has not been registered under the Securities Act of 1933, as amended, the
Company may require, as a condition to exercise of the Award, such
representations or agreements as the Company may consider appropriate to avoid
violation of such Act and may require that the certificates evidencing such
Stock bear an appropriate legend restricting transfer.

Section 11.  Miscellaneous
             -------------

     (a)  No Right To Employment or Other Status.  No person shall have any
          --------------------------------------
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or service
for the Company. The Company expressly reserves the right at any time to dismiss
a Participant free from any liability or claim under the Plan, except as
expressly provided in the applicable Award.

     (b)  No Rights As Stockholder.  Subject to the provisions of the applicable
          ------------------------
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed under
the Plan until he or she becomes the record holder thereof.

     (c)  Exclusion from Benefit Computations.  No amounts payable upon exercise
          -----------------------------------
of Awards granted under the Plan shall be considered salary, wages or
compensation to Participants for purposes of determining the amount or nature of
benefits that Participants are entitled to under any insurance, retirement or
other benefit plans or programs of the Company.

     (d)  Effective Date and Term.
          ------------------------

          (i) Effective Date.  The Plan shall become effective when adopted by
              --------------
the Board of Directors, but no Award granted under the Plan shall become
exercisable or effective unless and until the Plan shall have been approved by
the Company's stockholders.  If such stockholder approval is not obtained within
twelve months after the date of the Board's adoption of the Plan, each Award
previously granted under the Plan shall be deemed to be cancelled and no Awards
shall be granted thereafter.  Amendments to the Plan not requiring stockholder
approval shall become effective when adopted by the Board of Directors;
amendments requiring stockholder approval shall become effective


                                       12
<PAGE>

when adopted by the Board of Directors, but no Award granted after the date of
such amendment shall become exercisable or vested (to the extent that such
amendment to the Plan was required to enable the Company to grant such Award to
a particular optionee) unless and until such amendment shall have been approved
by the Company's stockholders. If such stockholder approval is not obtained
within twelve months of the Board's adoption of such amendment, any Award
granted on or after the date of such amendment shall terminate to the extent
that such amendment to the Plan was required to enable the Company to grant such
Award to a particular optionee. Subject to the limitations set forth in this
Section 11(d), Awards may be made under the Plan at any time after the effective
date and before the date fixed for termination of the Plan.

          (ii) Termination.  The Plan shall terminate upon the earlier of (i)
               -----------
the close of business on the day next preceding the tenth anniversary of the
date of its adoption by the Board of Directors, or (ii) the date on which all
shares available for issuance under the Plan shall have been issued pursuant to
Awards under the Plan.  Awards outstanding on such date shall continue to have
force and effect in accordance with the provisions of the instruments evidencing
such Awards.

     (e)  Amendment of Plan.  The Board may amend, suspend or terminate the Plan
          -----------------
or any portion thereof at any time, provided that no amendment shall be made
without stockholder approval if such approval is necessary to comply with any
applicable tax or regulatory requirement, including any requirements for
compliance with Rule 16b-3.  Prior to any such approval, Awards may be made
under the Plan expressly subject to such approval.

     (f)  Governing Law.  The provisions of the Plan shall be governed by and
          -------------
interpreted in accordance with the laws of the State of Delaware.

                                    Adopted by the Board of
                                    Directors, and approved by the
                                    stockholders, on October 11,
                                    1996



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<PAGE>

                            SWITCHBOARD INCORPORATED

                                    AMENDMENT

                                       TO

                            1996 STOCK INCENTIVE PLAN


     Section 5(a) of the 1996 Stock Incentive Plan (the "Plan") of Switchboard
Incorporated, a Delaware corporation, is hereby amended to increase from
1,500,000 to 3,000,000 the number of shares of Common Stock, $0.01 par value per
share, authorized for issuance under the Plan.

     Except to the extent amended hereby, the Plan is in all respects hereby
ratified and confirmed and shall continue in full force and effect.


                                       14

<PAGE>

                            SWITCHBOARD INCORPORATED

                                    AMENDMENT

                                       TO

                            1996 STOCK INCENTIVE PLAN


     Section 4 of the 1996 Stock Incentive Plan, as amended (the "Plan"), of
Switchboard Incorporated, a Delaware corporation, is hereby amended to increase
from 250,000 to 1,000,000 the number of shares with respect to which Awards may
be granted to any Participant under the Plan during any calendar year.

     Capitalized terms used and not otherwise defined herein shall have the
respective meanings ascribed to them in the Plan.

     Except to the extent amended hereby, the Plan is in all respects hereby
ratified and confirmed and shall continue in full force and effect.



                                       15

<PAGE>

                            SWITCHBOARD INCORPORATED

                        INCENTIVE STOCK OPTION AGREEMENT


     1.  Grant of Option.  Switchboard Incorporated, a Delaware corporation (the
         ---------------
"Company"), hereby grants to [NAME] (the "Optionee"), an option, pursuant to the
Company's 1996 Stock Incentive Plan (the "Plan"), to purchase an aggregate of
[NO.] shares of Common Stock, $.01 par value per share, of the Company ("Common
Stock"), at a price of $[PRICE] per share, purchasable as set forth in and
subject to the terms and conditions of this option and the Plan. The date of
grant of this option is [DATE].  Except where the context otherwise requires,
                         ----
the term "Company" shall include the parent and all present and future
subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the
Internal Revenue Code of 1986, as amended or replaced from time to time (the
"Code").

     2.  Incentive Stock Option.  This option is intended to qualify as an
         ----------------------
incentive stock option ("Incentive Stock Option") within the meaning of Section
422 of the Code.

     3.  Exercise of Option and Provisions for Termination.
         -------------------------------------------------

     (a) Vesting Schedule.  Except as otherwise provided in this Agreement, this
         ----------------
option may be exercised prior to the tenth anniversary of the date of grant
(hereinafter the "Expiration Date") in installments as to not more than the
number of shares set forth in the table below during the respective installment
periods set forth in the table below.


            PERCENTAGE OF SHARES AS TO
            EXERCISE PERIOD                       WHICH OPTION IS EXERCISABLE
            ---------------                       ---------------------------

            Prior to 24 months after                          -0-
            the date of grant.

            From and after 24 months                         -25%-
            after the date of grant but
            prior to 36 months after
            the date of grant.

            From and after 36 months                         -50%-
            after the date of grant but
            prior to 48 months after the
            date of grant.

            From and after 48 months                        -100%-
            after the date of grant



                                      16

<PAGE>

The right of exercise shall be cumulative so that if the option is not exercised
to the maximum extent permissible during any exercise period, it shall be
exercisable, in whole or in part, with respect to all shares not so purchased at
any time prior to the Expiration Date or the earlier termination of this option.
This option may not be exercised at any time on or after the Expiration Date.

         (b) Exercise Procedure.  Subject to the conditions set forth in this
             ------------------
Agreement, this option shall be exercised by the Optionee's delivery of written
notice of exercise to the Treasurer of the Company, specifying the number of
shares to be purchased and the purchase price to be paid therefor and
accompanied by payment in full in accordance with Section 4.  Such exercise
shall be effective upon receipt by the Treasurer of the Company of such written
notice together with the required payment.  The Optionee may purchase less than
the number of shares covered hereby, provided that no partial exercise of this
option may be for any fractional share or for fewer than ten whole shares.

         (c) Continuous Employment Required.  This option may not be exercised
             ------------------------------
unless the Optionee, at the time he or she exercises this option, is, and has
been at all times since the date of grant of this option, an employee of the
Company.  For all purposes of this option, (i) "employment" shall be defined in
accordance with the provisions of Section 1.421-7(h) of the Income Tax
Regulations or any successor regulations, and (ii) if this option shall be
assumed or a new option substituted therefor in a transaction to which Section
424(a) of the Code applies, employment by such assuming or substituting
corporation (hereinafter called the "Successor Corporation") shall be considered
for all purposes of this option to be employment by the Company.

         (d) Termination of Employment.  If the Optionee ceases to be employed
             -------------------------
by the Company for any reason (including without limitation death, disability,
or voluntary or involuntary termination), then the right to exercise this option
shall terminate immediately upon such cessation.

     4.  Payment of Purchase Price.
         -------------------------

         (a) Method of Payment.  Payment of the purchase price for shares
             -----------------
purchased upon exercise of this option shall be made by delivery of cash or a
check in an amount equal to the exercise price of such option or, with the prior
consent of the Company (which may be withheld in its sole discretion), by (A)
delivery of shares of Common Stock owned by the Optionee for at least six
months, valued at their fair market value, as determined in (b) below, (B)
delivery of a promissory note of the Optionee to the Company on terms determined
by the Board, (C) delivery of an irrevocable undertaking by a broker to deliver
promptly to the Company sufficient funds to pay the exercise price or delivery
of irrevocable instructions to a broker to deliver promptly to the Company cash
or a check sufficient to pay the exercise price, (D) payment of such other
lawful consideration as the Board may determine, or (E) any combination of the
foregoing.

         (b) Valuation of Shares or Other Non-Cash Consideration Tendered in
             ---------------------------------------------------------------
Payment of Purchase Price.  For the purposes hereof, the fair market value of
-------------------------
any share of the Company's Common Stock or other non-cash consideration which
may be delivered to the



                                      17
<PAGE>

Company in exercise of this option shall be determined in good faith by the
Board of Directors of the Company.

         (c) Delivery of Shares Tendered in Payment of Purchase Price.  If the
             --------------------------------------------------------
Optionee exercises this option by delivery of shares of Common Stock of the
Company, the certificate or certificates representing the shares of Common Stock
of the Company to be delivered shall be duly executed in blank by the Optionee
or shall be accompanied by a stock power duly executed in blank suitable for
purposes of transferring such shares to the Company.  Fractional shares of
Common Stock of the Company will not be accepted in payment of the purchase
price of shares acquired upon exercise of this option.

         (d) Restrictions on Use of Option Stock.  Notwithstanding the
             -----------------------------------
foregoing, no shares of Common Stock of the Company may be tendered in payment
of the purchase price of shares purchased upon exercise of this option if the
shares to be so tendered were acquired within six (6) months before the date of
such tender, through the exercise of an option granted under the Plan or any
other stock option or restricted stock plan of the Company.

     5.   Delivery of Shares; Compliance With Securities Laws, Etc.
          --------------------------------------------------------

          (a) General.  The Company shall, upon payment of the option price for
              -------
the number of shares purchased and paid for, make prompt delivery of such shares
to the Optionee, provided that if any law or regulation requires the Company to
take any action with respect to such shares before the issuance thereof, then
the date of delivery of such shares shall be extended for the period necessary
to complete such action.

          (b) Compliance With Securities Laws, Etc.  The Company will not be
              ------------------------------------
obligated to deliver any shares of Common Stock pursuant to the Plan or to
remove restriction from shares previously delivered under the Plan (i) until all
conditions of the option have been satisfied or removed, (ii) until, in the
opinion of the Company's counsel, all applicable federal and state laws and
regulation have been complied with, (iii) if the outstanding Stock is at the
time listed on any stock exchange, until the shares to be delivered have been
listed or authorized to be listed on such exchange upon official notice of
issuance, and (iv) until all other legal matters in connection with the issuance
and delivery of such shares have been approved by the Company's counsel.

     6.   Nontransferability of Option.  This option is personal and no rights
          ----------------------------
granted hereunder may be transferred, assigned, pledged or hypothecated in any
way (whether by operation of law or otherwise) nor shall any such rights be
subject to execution, attachment or similar process.  Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of this option or of
such rights contrary to the provisions hereof, or upon the levy of any
attachment or similar process upon this option or such rights, this option and
such rights shall, at the election of the Company, become null and void.

     7.   Proxy.  The Optionee hereby appoints Banyan Systems Incorporated, a
          -----
Massachusetts corporation, and/or its designee(s) ("Banyan"), as the Optionee's
attorney-in-fact and proxy, with full power of substitution, for and in the
Optionee's name, to vote, express


                                      18
<PAGE>

consent or disapproval, or otherwise act in such manner (including pursuant to
written consent) and upon such matters as Banyan Systems Incorporated or its
designee(s), proxy or substitute(s) shall, in its or their sole discretion, deem
proper with respect to any and all of the shares issued upon any exercise of
this option or issued in respect to such shares as a stock dividend, stock split
or otherwise (collectively, for purposes of Sections 7, 8 and 9 hereof, the
"Shares"). The proxy granted hereby shall be irrevocable and may be exercised at
any meeting or in respect of any written consent of stockholders. This proxy is
coupled with an interest sufficient in law to support such proxy. This proxy
shall remain in full force and effect and be enforceable against any donee,
transferee or assignee of the stock. In addition to any other applicable
limitations pursuant to the terms of this option, the Optionee agrees not to
sell, assign, transfer, loan, tender, pledge, hypothecate, exchange, encumber or
otherwise dispose of, or issue an option or call with respect to, any of the
Shares, or impair such Shares, in each case unless, and as a condition precedent
thereto, the transferee of such Shares executes and delivers to Banyan an
agreement to be bound by the terms of this Section 7. Any purported transfer in
violation of this Section 7 shall be null and void and shall not be recognized
by the Company or reflected on the stock records of the Company. The Optionee
shall cause the Company to require any certificates representing any and all
Shares issued upon any exercise of this option to bear a legend referencing the
restrictions on transfer set for in this Section 7, which legend shall be
subject to the approval of Banyan. Notwithstanding anything to the contrary in
the foregoing, the provisions of, including, without limitation, the proxy
appointed by, this Section 7 shall terminate upon the closing of the Company's
initial public offering, underwritten by a nationally recognized underwriter,
pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "Securities Act").

     8.   Repurchase of Shares Upon Termination of Employment.  The following
          ---------------------------------------------------
repurchase provisions shall apply to any and all Shares;

          (a) Repurchase Rights.  If the Optionee for any reason whatsoever
              -----------------
(including without limitation death, disability, or voluntary or involuntary
termination) ceases to be employed by the Company prior to the date specified in
Section 8(d) below for the expiration of these restrictions, then during the 90-
day period following such termination the Company may elect, by written notice
delivered to the Optionee, to repurchase all or any portion of the Shares, at a
price per share equal to the fair market value of such Shares as of the close of
business on the date of termination of the Optionee's employment.  Such fair
market value shall be determined by mutual agreement of the Company and the
Optionee.  Failing such agreement between the Optionee and the Company within 30
days of the date of the Company's notice electing to repurchase such Shares, the
fair market value of such Shares shall be determined by three appraisers, one
designated within five days after the termination of said 30-day period by the
Optionee or his or her legal representatives (which appraiser shall not be the
Optionee or his or her legal representative), one within said period of five
days by the Company (which appraiser shall not be an officer, director or
employee of the Company) and the third within five days after said appointment
last occurring by the two appraisers so chosen.  Successor appraisers, if any
shall be required, shall be appointed, within a reasonable time, as nearly as
may be in the manner provided as to the related original appointment.  No
appointment shall be deemed as having been accomplished unless such appraiser
shall have accepted in writing his appointment as such within the time limited
for his appointment.  Notice of each appointment of an appraiser shall be


                                      19
<PAGE>

given promptly to the other parties in interest. Any expenses relating to the
appointment and service of an appraiser shall be paid by the party appointing
such appraiser or, in the case of the appraiser appointed by the appraisers
chosen by the Company and the Optionee, shall be paid by the Company. Said
appraisers shall proceed promptly to determine the fair market value of said
Share or Shares by agreement of any two of the appraisers, which shall be
conclusive upon all parties in interest in such Shares. Promptly following such
determination, the appraisers shall mail or deliver such notice of such
determination to the Optionee and the Company.

          (b) Repurchase Procedure.  Upon notice from the Company of exercise of
              --------------------
its rights under this Section 8 and determination of the purchase price for the
Shares so repurchased, the Optionee shall transfer the Shares or appropriate
part thereof to the Company against payment by the Company of the purchase price
therefor.  If upon the expiration of the 90-day period following the Optionee's
termination of employment the Company shall have failed to elect to repurchase
all of the Shares, the repurchase rights with respect to the Shares not so
elected to be repurchased imposed by this Section 8 shall terminate, and the
Optionee or his or her legal representatives may thereafter transfer such
Shares.  The Optionee or his or her legal representatives may in no event
transfer any Shares prior thereto, other than to the Company.

          (c) Failure of Optionee to Comply.  If the Optionee fails to comply
              -----------------------------
with any of the provisions of this Section 8, the Company, at its option and in
addition to its other remedies, may suspend the rights of the Optionee to vote
and to receive dividends on the Shares, or may refuse to register on its books
any transfer or change in the ownership of the Shares or in the right to vote
thereon, until the provisions of this Section 8 are complied with to the
satisfaction of the Company.

          (d) Expiration.  The restriction contained in this Section 8 shall
              ----------
expire upon the closing of the Company's initial public offering, underwritten
by a nationally recognized underwriter, pursuant to an effective registration
statement under the Securities Act (such expiration date shall be referred to
herein as the "Expiration Date").

          (e) Safekeeping.  The Optionee acknowledges that the Company may, in
              -----------
its discretion, retain for safekeeping stock certificates representing all
Shares purchased hereunder by the Optionee.  The Optionee further acknowledges
that the Company may, to insure that the Optionee complies with the restriction
of this Section 8, continue to retain such stock certificates until the earlier
of the Expiration Date or the date of expiration of these repurchase rights
under Section 8(b) above.  At the time of any exercise of this option, in whole
or in part, the Optionee shall execute such further agreement as the Company may
require to implement the foregoing.

     9.   Right of First Refusal.
          ----------------------

          (a) General.  The Optionee shall not sell, assign, pledge, or in any
              -------
manner transfer any of the Shares or any right or interest therein, whether
voluntarily or by operation of law, or by gift or otherwise, except by a
transfer which meets the requirements of the provisions of this Section 9.


                                      20
<PAGE>

          (b) Restrictions on Transfer.  If at any time or from time to time the
              ------------------------
Optionee intends to sell or transfer any Shares to a third party, the Optionee
shall provide notice thereof to the Company prior to such transfer (which in the
case of a sale shall include a bona fide purchase agreement with a viable
purchaser).  The Company shall have an option for 30 days following the date of
receipt of the Optionee's notice to purchase such Shares on the terms upon which
the Shares were to be purchased by or transferred to the third party by the
Optionee.  If the Company does not exercise its right of first refusal under
this Section 9(b) with respect to such proposed sale or transfer within such 30-
day period, the Optionee shall be free to sell or transfer such Shares to the
third party identified in the Optionee's notice for a period of 45 days after
the expiration of the 30-day period following the date of receipt of the
Optionee's notice.  Such sale or transfer must be on terms no more favorable to
the recipient than those set forth in the Optionee's notice.  In no event may
Shares be sold or transferred to any then-current competitor of the Company.
Any transfer or sale of Shares by the Optionee will be conditional upon the
recipient acknowledging in writing the option set forth in this Section 9(b) and
the other restrictions to which the Shares are subject.

          (c) Failure of Optionee to Comply.  If the Optionee's notice in
              -----------------------------
respect of any Shares is not received by the Company as provided in Section 9(b)
above, or if the Optionee fails to comply with the provisions of Section 9(b)
above in respect of any such Shares in any other regard, the Company, at its
option and in addition to its other remedies, may suspend the rights to vote or
to receive dividends on said Shares, or may refuse to register on its books any
transfer or change in ownership of said Shares or in the right to vote thereon,
until the provisions of Section 9(b) are complied with to the satisfaction of
the Company; and if the required Optionee's notice is not received by the
Company after written demand by the Company, the Company may also independently
proceed as though a proper Optionee's notice has been received at the expiration
of ten days after mailing such demand, and, if the Company exercises its rights
under Section 9(b) with respect to said Shares or any of them, the Shares
specified shall be transferred accordingly.

          (d) Expiration.  The Company's right of first refusal contained in
              ----------
this Section 9 with respect to any sale or transfer of Shares shall expire upon
the Expiration Date.

     10.  No Special Employment Rights.  Nothing contained in the Plan or this
          ----------------------------
option shall be construed or deemed by any person under any circumstances to
bind the Company to continue the employment of the Optionee for the period
within which this option may be exercised.

     11.  Rights as a Shareholder.  The Optionee shall have no rights as a
          -----------------------
shareholder with respect to any shares which may be purchased by exercise of
this option (including, without limitation, any rights to receive dividends or
non-cash distributions with respect to such shares) unless and until a
certificate representing such shares is duly issued and delivered to the
Optionee.  No adjustment shall be made for dividends or other rights for which
the record date is prior to the date such stock certificate is issued.


                                      21
<PAGE>

     12.  Adjustment Provisions.
          ---------------------

          (a) General.  In the event of a consolidation, merger or other
              -------
reorganization in which all of the outstanding shares of Common Stock are
exchanged for securities, cash or other property of any other corporation or
business entity (an "Acquisition") or in the event of a liquidation of the
Company, the Board of Directors of the Company or the board of directors of any
corporation assuming the obligations of the Company, may, in its discretion,
take any one or more of the following actions as to this option:  (i) provide
that this option shall be assumed, or a substantially equivalent option shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof) on such terms as the Board determines to be appropriate, (ii) upon
written notice to the Optionee, provide that if unexercised, this option will
terminate immediately prior to the consummation of such transaction unless
exercised by the Optionee within a specified period following the date of such
notice, (iii) in the event of an Acquisition under the terms of which holders of
the Common Stock of the Company will receive upon consummation thereof a cash
payment for each share surrendered in the Acquisition (the "Acquisition Price"),
make or provide for a cash payment to the Optionee equal to the difference
between (A) the Acquisition Price times the number of shares of Common Stock
subject to outstanding options (to the extent then exercisable at prices not in
excess of the Acquisition Price) and (B) the aggregate exercise price of all
such outstanding options in exchange for the termination of such options, and
(iv) provide that all or any outstanding options shall become exercisable or
realizable in full prior to the effective date of such Acquisition.

          (b) Board Authority to Make Adjustments.  Any adjustments under this
              -----------------------------------
Section 12 will be made by the Board of Directors, whose determination as to
what adjustments, if any, will be made and the extent thereof will be final,
binding and conclusive.  No fractional shares will be issued pursuant to this
option on account of any such adjustments.

     13.  Withholding Taxes.  The Company's obligation to deliver shares upon
          -----------------
the exercise of this option shall be subject to the Optionee's satisfaction of
all applicable federal, state and local income and employment tax withholding
requirements.  The Optionee shall pay to the Company, or make provision
satisfactory to the Board for payment of, any taxes required by law to be
withheld in respect of options under the Plan no later than the date of the
event creating the tax liability.  In the Board's discretion, and subject to
such conditions as the Board may establish, such tax obligations may be paid in
whole or in part in shares of Common Stock, including shares retained from the
option creating the tax obligation, valued at their fair market value.  The
Company may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to the Optionees.

     14.  Limitations on Disposition of Incentive Stock Option Shares.  It is
          -----------------------------------------------------------
understood and intended that this option shall qualify as an "incentive stock
option" as defined in Section 422 of the Code.  Accordingly, the Optionee
understands that in order to obtain the benefits of an incentive stock option
under Section 421 of the Code, no sale or other disposition may be made of any
shares acquired upon exercise of the option within one year after the day of the
transfer of such shares to him, nor within two years after the grant of the
option.  If the Optionee intends to dispose, or does dispose (whether by sale,
exchange, gift, transfer or otherwise), of any such shares within said periods,
he or she will notify the Company in writing within ten days after such
disposition.


                                      22
<PAGE>

     15.  Investment Representations; Legends.
          -----------------------------------

          (a) Representations.  The Optionee represents, warrants and covenants
              ---------------
that:

          (i) Any shares purchased upon exercise of this option shall be
     acquired for the Optionee's account for investment only and not with a view
     to, or for sale in connection with, any distribution of the shares in
     violation of the Securities Act or any rule or regulation under the
     Securities Act.

          (ii) The Optionee has had such opportunity as he or she has deemed
     adequate to obtain from representatives of the Company such information as
     is necessary to permit the Optionee to evaluate the merits and risks of his
     or her investment in the Company.

          (iii)  The Optionee is able to bear the economic risk of holding
     shares acquired pursuant to the exercise of this option for an indefinite
     period.

          (iv) The Optionee understands that (A) the shares acquired pursuant to
     the exercise of this option will not be registered under the Securities Act
     and are "restricted securities" within the meaning of Rule 144 under the
     Securities Act; (B) such shares cannot be sold, transferred or otherwise
     disposed of unless they are subsequently registered under the Securities
     Act or an exemption from registration is then available; (C) in any event,
     an exemption from registration under Rule 144 or otherwise under the
     Securities Act may not be available for at least two years and even then
     will not be available unless a public market then exists for the Common
     Stock, adequate information concerning the Company is then available to the
     public and other terms and conditions of Rule 144 are complied with; and
     (D) there is now no registration statement on file with the Securities and
     Exchange Commission with respect to any stock of the Company and the
     Company has no obligation or current intention to register any shares
     acquired pursuant to the exercise of this option under the Securities Act.

          (v) The Optionee agrees that, if the Company offers for the first time
     any of its Common Stock for sale pursuant to a registration statement under
     the Securities Act, the Optionee will not, without the prior written
     consent of the Company, publicly offer, sell, contract to sell or otherwise
     dispose of, directly or indirectly, any shares purchased upon exercise of
     this option for a period of 180 days after the effective date of such
     registration statement.

By making payment upon exercise of this option, the Optionee shall be deemed to
have reaffirmed, as of the date of such payment, the representations made in
this Section 15.

          (b) Legends on Stock Certificates.  All stock certificates
              -----------------------------
representing shares of Common Stock issued to the Optionee upon exercise of this
option shall have affixed thereto legends substantially in the following forms,
in addition to any other legends required by applicable state law:


                                      23
<PAGE>

     "The shares of stock represented by this certificate have not been
     registered under the Securities Act of 1933 and may not be transferred,
     sold or otherwise disposed of in the absence of an effective registration
     statement with respect to the shares evidenced by this certificate, filed
     and made effective under the Securities Act of 1933, or an opinion of
     counsel satisfactory to the Company to the effect that registration under
     such Act is not required."

     "The shares of stock represented by this certificate are subject to certain
     restrictions on transfer and repurchase rights contained in an Option
     Agreement, a copy of which will be furnished upon request by the issuer."

To ensure compliance with the terms of this agreement, the Company may issue to
its transfer agent appropriate stop transfer instructions with respect to the
Shares.

     16.  Miscellaneous.
          -------------

          (a) The Board may amend, modify or terminate any outstanding option,
including substituting therefor another option of the same or a different type,
changing the date of exercise or realization, provided that the Optionee's
consent to such action shall be required unless the Board determines that the
action, taking into account any related action, would not materially and
adversely affect the Optionee.  The Board may at any time accelerate the time at
which all or any part of an Option may be exercised.

          (b) All notices under this option shall be mailed or delivered by hand
to the parties at their respective addresses set forth beneath their names below
or at such other address as may be designated in writing by either of the
parties to one another.

          (c) This option shall be governed by and construed in accordance with
the laws of the State of Delaware.


Date of Grant:                      SWITCHBOARD INCORPORATED

[DATE]
                                    By:
                                        ----------------------------------

                                    Title:
                                           -------------------------------

                                    Address:   115 Flanders Road
                                               Westboro, MA 01581




                                      24
<PAGE>

                             OPTIONEE'S ACCEPTANCE

     The undersigned hereby accepts the foregoing option and agrees to the terms
and conditions thereof.  The undersigned hereby acknowledges receipt of a copy
of the Company's 1996 Stock Incentive Plan.

                                    OPTIONEE:
                                              --------------------------------



                                    Address:
                                              --------------------------------

                                              --------------------------------





                                      25
<PAGE>

                            SWITCHBOARD INCORPORATED

                      NON-STATUTORY STOCK OPTION AGREEMENT

     1.  Grant of Option.  Switchboard Incorporated, a Delaware corporation (the
         ---------------
"Company"), hereby grants to [NAME] (the "Optionee") an option, pursuant to the
Company's 1996 Stock Incentive Plan (the "Plan"), to purchase an aggregate of
[NO.] shares of Common Stock, $.01 par value per share, of the Company ("Common
Stock"), at a price of $[PRICE] per share, purchasable as set forth in and
subject to the terms and conditions of this option and the Plan. The date of
grant of this option is [DATE].  Except where the context otherwise requires,
                        ------
the term "Company" shall include the parent and all present and future
subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the
Internal Revenue Code of 1986, as amended or replaced from time to time (the
"Code").

     2.  Non-Statutory Stock Option.  This option is not intended to qualify as
         --------------------------
an incentive stock option within the meaning of Section 422 of the Code.

     3.  Exercise of Option and Provisions for Termination.
         -------------------------------------------------

     (a) Vesting Schedule.  Except as otherwise provided in this Agreement, this
         ----------------
option may be exercised prior to the _____ anniversary of the date of grant
(hereinafter the "Expiration Date") in installments as to not more than the
number of shares set forth in the table below during the respective installment
periods set forth in the table below.

--------------------------------------------------------------------------------
                                                         Percentage of
                                                       Shares as to which
Exercise Period                                      Option is Exercisable
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


                           [insert vesting schedule]


The right of exercise shall be cumulative so that if the option is not exercised
to the maximum extent permissible during any exercise period, it shall be
exercisable, in whole or in part, with respect to all shares not so purchased at
any time prior to the Expiration Date or the earlier termination of this option.
This option may not be exercised at any time on or after the Expiration Date.

     (b) Exercise Procedure.  Subject to the conditions set forth in this
         ------------------
Agreement, this option shall be exercised by the Optionee's delivery of written
notice of exercise to the Treasurer of the Company, specifying the number of
shares to be purchased and the purchase price to be paid therefor and
accompanied by payment in full in accordance with Section 4.  Such exercise
shall be effective upon receipt by the Treasurer of the Company of such written
notice together with the required payment.  The Optionee may purchase less than
the number of shares covered hereby, provided that no partial exercise of this
option may be for any fractional share or for fewer than ten whole shares.



                                      26

<PAGE>

     (c) Continuous Relationship with the Company Required.  This option may not
         -------------------------------------------------
be exercised unless the Optionee, at the time he or she exercises this option,
is, and has been at all times since the date of grant of this option, an
employee, officer or director of, or consultant or advisor to, the Company (an
"Eligible Optionee").

     (d) Termination of Employment.  If the Optionee ceases to be employed by
         -------------------------
the Company for any reason (including without limitation death, disability, or
voluntary or involuntary termination), then the right to exercise this option
shall terminate immediately upon such cessation.

     4.  Payment of Purchase Price.
         -------------------------

     (a) Method of Payment.  Payment of the purchase price for shares purchased
         -----------------
upon exercise of this option shall be made by delivery of cash or a check in an
amount equal to the exercise price of such option or, with the prior consent of
the Company (which may be withheld in its sole discretion), by (A) delivery of
shares of Common Stock owned by the Optionee for at least six months, valued at
their fair market value, as determined in (b) below, (B) delivery of a
promissory note of the Optionee to the Company on terms determined by the Board,
(C) delivery of an irrevocable undertaking by a broker to deliver promptly to
the Company sufficient funds to pay the exercise price or delivery of
irrevocable instructions to a broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price, (D) payment of such other lawful
consideration as the Board may determine, or (E) any combination of the
foregoing.

     (b) Valuation of Shares or Other Non-Cash Consideration Tendered in Payment
         -----------------------------------------------------------------------
of Purchase Price.  For the purposes hereof, the fair market value of any share
-----------------
of the Company's Common Stock or other non-cash consideration which may be
delivered to the Company in exercise of this option shall be determined in good
faith by the Board of Directors of the Company.

     (c) Delivery of Shares Tendered in Payment of Purchase Price.  If the
         --------------------------------------------------------
Optionee exercises this option by delivery of shares of Common Stock of the
Company, the certificate or certificates representing the shares of Common Stock
of the Company to be delivered shall be duly executed in blank by the Optionee
or shall be accompanied by a stock power duly executed in blank suitable for
purposes of transferring such shares to the Company.  Fractional shares of
Common Stock of the Company will not be accepted in payment of the purchase
price of shares acquired upon exercise of this option.

     (d) Restrictions on Use of Option Stock.  Notwithstanding the foregoing, no
         -----------------------------------
shares of Common Stock of the Company may be tendered in payment of the purchase
price of shares purchased upon exercise of this option if the shares to be so
tendered were acquired within six (6) months before the date of such tender,
through the exercise of an option granted under the Plan or any other stock
option or restricted stock plan of the Company.



                                      27

<PAGE>

     5.   Delivery of Shares; Compliance With Securities Laws, Etc.
          --------------------------------------------------------

          (a) General.  The Company shall, upon payment of the option price for
              -------
the number of shares purchased and paid for, make prompt delivery of such shares
to the Optionee, provided that if any law or regulation requires the Company to
take any action with respect to such shares before the issuance thereof, then
the date of delivery of such shares shall be extended for the period necessary
to complete such action.

          (b) Compliance With Securities Laws, Etc.  The Company will not be
              ------------------------------------
obligated to deliver any shares of Common Stock pursuant to the Plan or to
remove restriction from shares previously delivered under the Plan (i) until all
conditions of the option have been satisfied or removed, (ii) until, in the
opinion of the Company's counsel, all applicable federal and state laws and
regulation have been complied with, (iii) if the outstanding Stock is at the
time listed on any stock exchange, until the shares to be delivered have been
listed or authorized to be listed on such exchange upon official notice of
issuance, and (iv) until all other legal matters in connection with the issuance
and delivery of such shares have been approved by the Company's counsel.

     6.   Nontransferability of Option.  This option is personal and no rights
          ----------------------------
granted hereunder may be transferred, assigned, pledged or hypothecated in any
way (whether by operation of law or otherwise) nor shall any such rights be
subject to execution, attachment or similar process.  Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of this option or of
such rights contrary to the provisions hereof, or upon the levy of any
attachment or similar process upon this option or such rights, this option and
such rights shall, at the election of the Company, become null and void.

     7.   Proxy.  The Optionee hereby appoints Banyan Systems Incorporated, a
          -----
Massachusetts corporation, and/or its designee(s) ("Banyan"), as the Optionee's
attorney-in-fact and proxy, with full power of substitution, for and in the
Optionee's name, to vote, express consent or disapproval, or otherwise act in
such manner (including pursuant to written consent) and upon such matters as
Banyan Systems Incorporated or its designee(s), proxy or substitute(s) shall, in
its or their sole discretion, deem proper with respect to any and all of the
shares issued upon any exercise of this option or issued in respect to such
shares as a stock dividend, stock split or otherwise (collectively, for purposes
of Sections 7, 8 and 9 hereof, the "Shares").  The proxy granted hereby shall be
irrevocable and may be exercised at any meeting or in respect of any written
consent of stockholders.  This proxy is coupled with an interest sufficient in
law to support such proxy.  This proxy shall remain in full force and effect and
be enforceable against any donee, transferee or assignee of the stock.  In
addition to any other applicable limitations pursuant to the terms of this
option, the Optionee agrees not to sell, assign, transfer, loan, tender, pledge,
hypothecate, exchange, encumber or otherwise dispose of, or issue an option or
call with respect to, any of the Shares, or impair such Shares, in each case
unless, and as a condition precedent thereto, the transferee of such Shares
executes and delivers to Banyan an agreement to be bound by the terms of this
Section 7.  Any purported transfer in violation of this Section 7 shall be null
and void and shall not be recognized by the Company or reflected on the stock
records of the Company.  The Optionee shall cause the Company to require any
certificates representing any and all Shares issued upon any exercise of this
option to bear a legend referencing the restrictions on transfer set for in this
Section 7, which legend shall be subject to


                                      28
<PAGE>

the approval of Banyan. Notwithstanding anything to the contrary in the
foregoing, the provisions of, including, without limitation, the proxy appointed
by, this Section 7 shall terminate upon the closing of the Company's initial
public offering, underwritten by a nationally recognized underwriter, pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the "Securities Act").

     8.   Repurchase of Shares Upon Termination of Employment.  The following
          ---------------------------------------------------
repurchase provisions shall apply to any and all Shares;

          (a) Repurchase Rights.  If the Optionee for any reason whatsoever
              -----------------
(including without limitation death, disability, or voluntary or involuntary
termination) ceases to be employed by the Company prior to the date specified in
Section 8(d) below for the expiration of these restrictions, then during the 90-
day period following such termination the Company may elect, by written notice
delivered to the Optionee, to repurchase all or any portion of the Shares, at a
price per share equal to the fair market value of such Shares as of the close of
business on the date of termination of the Optionee's employment.  Such fair
market value shall be determined by mutual agreement of the Company and the
Optionee.  Failing such agreement between the Optionee and the Company within 30
days of the date of the Company's notice electing to repurchase such Shares, the
fair market value of such Shares shall be determined by three appraisers, one
designated within five days after the termination of said 30-day period by the
Optionee or his or her legal representatives (which appraiser shall not be the
Optionee or his or her legal representative), one within said period of five
days by the Company (which appraiser shall not be an officer, director or
employee of the Company) and the third within five days after said appointment
last occurring by the two appraisers so chosen.  Successor appraisers, if any
shall be required, shall be appointed, within a reasonable time, as nearly as
may be in the manner provided as to the related original appointment.  No
appointment shall be deemed as having been accomplished unless such appraiser
shall have accepted in writing his appointment as such within the time limited
for his appointment.  Notice of each appointment of an appraiser shall be given
promptly to the other parties in interest.  Any expenses relating to the
appointment and service of an appraiser shall be paid by the party appointing
such appraiser or, in the case of the appraiser appointed by the appraisers
chosen by the Company and the Optionee, shall be paid by the Company.  Said
appraisers shall proceed promptly to determine the fair market value of said
Share or Shares by agreement of any two of the appraisers, which shall be
conclusive upon all parties in interest in such Shares.  Promptly following such
determination, the appraisers shall mail or deliver such notice of such
determination to the Optionee and the Company.

          (b) Repurchase Procedure.  Upon notice from the Company of exercise of
              --------------------
its rights under this Section 8 and determination of the purchase price for the
Shares so repurchased, the Optionee shall transfer the Shares or appropriate
part thereof to the Company against payment by the Company of the purchase price
therefor.  If upon the expiration of the 90-day period following the Optionee's
termination of employment the Company shall have failed to elect to repurchase
all of the Shares, the repurchase rights with respect to the Shares not so
elected to be repurchased imposed by this Section 8 shall terminate, and the
Optionee or his or her legal representatives may thereafter transfer such
Shares.  The Optionee or his or her legal representatives may in no event
transfer any Shares prior thereto, other than to the Company.



                                      29
<PAGE>

          (c) Failure of Optionee to Comply.  If the Optionee fails to comply
              -----------------------------
with any of the provisions of this Section 8, the Company, at its option and in
addition to its other remedies, may suspend the rights of the Optionee to vote
and to receive dividends on the Shares, or may refuse to register on its books
any transfer or change in the ownership of the Shares or in the right to vote
thereon, until the provisions of this Section 8 are complied with to the
satisfaction of the Company.

          (d) Expiration.  The restriction contained in this Section 8 shall
              ----------
expire upon the closing of the Company's initial public offering, underwritten
by a nationally recognized underwriter, pursuant to an effective registration
statement under the Securities Act (such expiration date shall be referred to
herein as the "Expiration Date").

          (e) Safekeeping.  The Optionee acknowledges that the Company may, in
              -----------
its discretion, retain for safekeeping stock certificates representing all
Shares purchased hereunder by the Optionee.  The Optionee further acknowledges
that the Company may, to insure that the Optionee complies with the restriction
of this Section 8, continue to retain such stock certificates until the earlier
of the Expiration Date or the date of expiration of these repurchase rights
under Section 8(b) above.  At the time of any exercise of this option, in whole
or in part, the Optionee shall execute such further agreement as the Company may
require to implement the foregoing.

     9.   Right of First Refusal.
          ----------------------

          (a) General.  The Optionee shall not sell, assign, pledge, or in any
              -------
manner transfer any of the Shares or any right or interest therein, whether
voluntarily or by operation of law, or by gift or otherwise, except by a
transfer which meets the requirements of the provisions of this Section 9.

          (b) Restrictions on Transfer.  If at any time or from time to time the
              ------------------------
Optionee intends to sell or transfer any Shares to a third party, the Optionee
shall provide notice thereof to the Company prior to such transfer (which in the
case of a sale shall include a bona fide purchase agreement with a viable
purchaser).  The Company shall have an option for 30 days following the date of
receipt of the Optionee's notice to purchase such Shares on the terms upon which
the Shares were to be purchased by or transferred to the third party by the
Optionee.  If the Company does not exercise its right of first refusal under
this Section 9(b) with respect to such proposed sale or transfer within such 30-
day period, the Optionee shall be free to sell or transfer such Shares to the
third party identified in the Optionee's notice for a period of 45 days after
the expiration of the 30-day period following the date of receipt of the
Optionee's notice.  Such sale or transfer must be on terms no more favorable to
the recipient than those set forth in the Optionee's notice.  In no event may
Shares be sold or transferred to any then-current competitor of the Company.
Any transfer or sale of Shares by the Optionee will be conditional upon the
recipient acknowledging in writing the option set forth in this Section 9(b) and
the other restrictions to which the Shares are subject.

          (c) Failure of Optionee to Comply.  If the Optionee's notice in
              -----------------------------
respect of any Shares is not received by the Company as provided in Section 9(b)
above, or if the Optionee fails to comply with the provisions of Section 9(b)
above in respect of any such Shares in any other



                                      30

<PAGE>

regard, the Company, at its option and in addition to its other remedies, may
suspend the rights to vote or to receive dividends on said Shares, or may refuse
to register on its books any transfer or change in ownership of said Shares or
in the right to vote thereon, until the provisions of Section 9(b) are complied
with to the satisfaction of the Company; and if the required Optionee's notice
is not received by the Company after written demand by the Company, the Company
may also independently proceed as though a proper Optionee's notice has been
received at the expiration of ten days after mailing such demand, and, if the
Company exercises its rights under Section 9(b) with respect to said Shares or
any of them, the Shares specified shall be transferred accordingly.

          (d) Expiration.  The Company's right of first refusal contained in
              ----------
this Section 9 with respect to any sale or transfer of Shares shall expire upon
the Expiration Date.

     10.  No Special Employment Rights.  Nothing contained in the Plan or this
          ----------------------------
option shall be construed or deemed by any person under any circumstances to
bind the Company to continue the employment of the Optionee for the period
within which this option may be exercised.

     11.  Rights as a Shareholder.  The Optionee shall have no rights as a
          -----------------------
shareholder with respect to any shares which may be purchased by exercise of
this option (including, without limitation, any rights to receive dividends or
non-cash distributions with respect to such shares) unless and until a
certificate representing such shares is duly issued and delivered to the
Optionee.  No adjustment shall be made for dividends or other rights for which
the record date is prior to the date such stock certificate is issued.

     12.  Adjustment Provisions.
          ---------------------

          (a) General.  In the event of a consolidation, merger or other
              -------
reorganization in which all of the outstanding shares of Common Stock are
exchanged for securities, cash or other property of any other corporation or
business entity (an "Acquisition") or in the event of a liquidation of the
Company, the Board of Directors of the Company or the board of directors of any
corporation assuming the obligations of the Company, may, in its discretion,
take any one or more of the following actions as to this option:  (i) provide
that this option shall be assumed, or a substantially equivalent option shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof) on such terms as the Board determines to be appropriate, (ii) upon
written notice to the Optionee, provide that if unexercised, this option will
terminate immediately prior to the consummation of such transaction unless
exercised by the Optionee within a specified period following the date of such
notice, (iii) in the event of an Acquisition under the terms of which holders of
the Common Stock of the Company will receive upon consummation thereof a cash
payment for each share surrendered in the Acquisition (the "Acquisition Price"),
make or provide for a cash payment to the Optionee equal to the difference
between (A) the Acquisition Price times the number of shares of Common Stock
subject to outstanding options (to the extent then exercisable at prices not in
excess of the Acquisition Price) and (B) the aggregate exercise price of all
such outstanding options in exchange for the termination of such options, and
(iv) provide that all or any outstanding options shall become exercisable or
realizable in full prior to the effective date of such Acquisition.



                                      31

<PAGE>

          (b) Board Authority to Make Adjustments.  Any adjustments under this
              -----------------------------------
Section 12 will be made by the Board of Directors, whose determination as to
what adjustments, if any, will be made and the extent thereof will be final,
binding and conclusive.  No fractional shares will be issued pursuant to this
option on account of any such adjustments.

     13.  Withholding Taxes.  The Company's obligation to deliver shares upon
          -----------------
the exercise of this option shall be subject to the Optionee's satisfaction of
all applicable federal, state and local income and employment tax withholding
requirements.

     14.  Investment Representations; Legends.
          -----------------------------------

          (a) Representations.  The Optionee represents, warrants and covenants
              ---------------
that:

          (i) Any shares purchased upon exercise of this option shall be
     acquired for the Optionee's account for investment only and not with a view
     to, or for sale in connection with, any distribution of the shares in
     violation of the Securities Act or any rule or regulation under the
     Securities Act.

          (ii) The Optionee has had such opportunity as he or she has deemed
     adequate to obtain from representatives of the Company such information as
     is necessary to permit the Optionee to evaluate the merits and risks of his
     or her investment in the Company.

          (iii)  The Optionee is able to bear the economic risk of holding
     shares acquired pursuant to the exercise of this option for an indefinite
     period.

          (iv) The Optionee understands that (A) the shares acquired pursuant to
     the exercise of this option will not be registered under the Securities Act
     and are "restricted securities" within the meaning of Rule 144 under the
     Securities Act; (B) such shares cannot be sold, transferred or otherwise
     disposed of unless they are subsequently registered under the Securities
     Act or an exemption from registration is then available; (C) in any event,
     an exemption from registration under Rule 144 or otherwise under the
     Securities Act may not be available for at least two years and even then
     will not be available unless a public market then exists for the Common
     Stock, adequate information concerning the Company is then available to the
     public and other terms and conditions of Rule 144 are complied with; and
     (D) there is now no registration statement on file with the Securities and
     Exchange Commission with respect to any stock of the Company and the
     Company has no obligation or current intention to register any shares
     acquired pursuant to the exercise of this option under the Securities Act.

          (v) The Optionee agrees that, if the Company offers for the first time
     any of its Common Stock for sale pursuant to a registration statement under
     the Securities Act, the Optionee will not, without the prior written
     consent of the Company, publicly offer, sell, contract to sell or otherwise
     dispose of, directly or indirectly, any shares purchased upon exercise of
     this option for a period of 180 days after the effective date of such
     registration statement.




                                      32

<PAGE>

By making payment upon exercise of this option, the Optionee shall be deemed to
have reaffirmed, as of the date of such payment, the representations made in
this Section 14.

          (b) Legends on Stock Certificates.  All stock certificates
              -----------------------------
representing shares of Common Stock issued to the Optionee upon exercise of this
option shall have affixed thereto legends substantially in the following forms,
in addition to any other legends required by applicable state law:

     "The shares of stock represented by this certificate have not been
     registered under the Securities Act of 1933 and may not be transferred,
     sold or otherwise disposed of in the absence of an effective registration
     statement with respect to the shares evidenced by this certificate, filed
     and made effective under the Securities Act of 1933, or an opinion of
     counsel satisfactory to the Company to the effect that registration under
     such Act is not required."

     "The shares of stock represented by this certificate are subject to certain
     restrictions on transfer and repurchase rights contained in an Option
     Agreement, a copy of which will be furnished upon request by the issuer."

To ensure compliance with the terms of this agreement, the Company may issue to
its transfer agent appropriate stop transfer instructions with respect to the
Shares.

     15.  Miscellaneous.
          -------------

          (a) The Board may amend, modify or terminate any outstanding option,
including substituting therefor another option of the same or a different type,
changing the date of exercise or realization, provided that the Optionee's
consent to such action shall be required unless the Board determines that the
action, taking into account any related action, would not materially and
adversely affect the Optionee.  The Board may at any time accelerate the time at
which all or any part of an Option may be exercised.

          (b) All notices under this option shall be mailed or delivered by hand
to the parties at their respective addresses set forth beneath their names below
or at such other address as may be designated in writing by either of the
parties to one another.

          (c) This option shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.


Date of Grant:                      SWITCHBOARD INCORPORATED

[DATE]
                                    By:
                                        ----------------------------------

                                    Title:
                                           -------------------------------

                                    Address:   115 Flanders Road
                                               Westboro, MA 01581





                                      33

<PAGE>

                             OPTIONEE'S ACCEPTANCE

     The undersigned hereby accepts the foregoing option and agrees to the terms
and conditions thereof.  The undersigned hereby acknowledges receipt of a copy
of the Company's 1996 Stock Incentive Plan.

                                    OPTIONEE:
                                              --------------------------------



                                    Address:
                                              --------------------------------

                                              --------------------------------








                                      34