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Exhibit 10.1    
    


Internet Brands, Inc.

2007 Equity Plan  


1. Purpose The purpose of the Internet Brands, Inc. 2007 Equity Plan is to provide a means through which the Company and its Affiliates may
attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) of
the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation measured by reference to the value of Common Stock, thereby strengthening
their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company's shareholders. 


2. Definitions. The following definitions shall be applicable throughout the Plan. 


        (a)   "Affiliate"
means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the
Company and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest. For purposes of this definition, the term "control"
(including, with correlative meaning, the terms "controlled by" and "under common control with"), as applied to any person or entity, means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise. 


        (b)   "Award"
means, individually or collectively, any Incentive Stock Option, Nonstatutory Stock Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Stock Bonus Award, or Performance Compensation Award granted under the Plan. 


        (c)   "Board"
means the Board of Directors of the Company. 


        (d)   "Change
of Control" shall, unless in the case of a particular Award the applicable Award agreement states otherwise or contains a different
definition of "Change of Control," mean the occurrence of any one of the following events: (i) the acquisition by any "Person" (as such term is defined in
Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) of more than 50% of the combined voting power of the then outstanding
securities entitled to vote generally in the election of directors of the Company; or (ii) any merger, consolidation, reorganization, recapitalization, tender, or exchange offer or any other
transaction with or affecting the Company as a result of which a Person owns after such transaction more than 50% of the combined voting power of the then outstanding securities entitled to vote
generally in the election of the directors of the Company, or (iii) the sale, lease, exchange, transfer, or other disposition to any Person of all or substantially all, of the assets of the
Company and its consolidated subsidiaries, or (iv) the adoption by the Company of any plan of liquidation providing for the distribution of all or substantially all of its assets, or
(v) a change in the composition of the Board over a period of thirty-six (36) months or less such that a majority of the Board members (rounded up to the next whole number)
ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who are continuing directors. 


        Notwithstanding
the foregoing, in no event shall the initial public offering of shares of Common Stock (the "IPO") or any corporate transactions effected in
connection with the reorganization of the Company and its Affiliates (and their predecessors) associated with the IPO and described in the Registration Statement on Form S-1 under
the Securities Act (including all amendments thereto) filed with the Securities and Exchange Commission in connection with the IPO, individually or in the aggregate, constitute a Change of Control. 


        (e)   "Code"
means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the
Code shall be deemed to include any Treasury Regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance. 







 



        (f)    "Committee"
means a committee of at least two people as the Board may appoint to administer the Plan pursuant to Section 4 of the
Plan or, if no such committee has been appointed by the Board, the Board. 



        (g)   "Common
Stock" means the Class A common stock, par value $0.001 per share, of the Company (and any stock or other securities into
which such Class A common stock may be converted or into which it may be exchanged). 


        (h)   "Company"
means Internet Brands, Inc., a Delaware corporation, and any successor thereto. 


        (i)    "Date
of Grant" means the date on which the granting of an Award is authorized, or such other date as may be specified in such
authorization. 


        (j)    "Disability"
means the inability of an individual, in the opinion of a qualified physician acceptable to the Company, to perform the major
duties of that individual's position with the Company because of the sickness or injury of that individual. 


        (k)   "Effective
Date" means October 23, 2007. 


        (l)    "Eligible
Director" means a person who is (i) a "non-employee director" within the meaning of
Rule 16b-3 under the Exchange Act, (ii) an "outside director" within the meaning of Section 162(m) of the Code, and (iii) an "independent director" under the
rules of any established stock exchange or national market system on which the Common Stock is listed or quoted, or a person meeting any similar requirement under any successor rule or regulation. 


        (m)  "Eligible
Person" means (i) any individual who is employed by the Company or an Affiliate such that the Company is an "eligible
issuer of service recipient stock" with respect to such Affiliate's employees, within the meaning of Section 409A of the Code and Treasury Regulation
Section 1.409A-1(b)(5)(iii)(E), and who satisfies all of the requirements of Section 6 of the Plan; provided, however, that no such employee
covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set forth in such collective bargaining agreement or in an agreement or
instrument relating thereto; (ii) any director or officer of the Company or an Affiliate described in clause (i) above; (iii) any consultant or advisor to the Company or an
Affiliate described in clause (i) above who may be offered securities registrable on Form S-8 under the Securities Act; or (iv) with respect to Awards granted on or
after the Registration Date, any prospective employee, director, officer, consultant, or advisor who has accepted an offer of employment or consultancy from the Company or an Affiliate described in
clause (i) above (and would satisfy the provisions of clauses (i) through (iii) above once he or she begins employment with or providing services to the Company or such
Affiliate). 


        (n)   "Exchange
Act" means the Securities Exchange Act of 1934, as amended, and any successor thereto. Reference in the Plan to any
section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments
or successor provisions to such section, rules, regulations or guidance. 


        (o)   "Exercise
Price" has the meaning given such term in Section 7(b) of the Plan. 


        (p)   "Fair
Market Value" means, on a given date: (i) if the Common Stock is listed on any established stock exchange or a national market
system, the closing sales price of the Common Stock on such date (or the closing bid, if no sales were reported) as quoted on the primary exchange or system on which the Common Stock is listed and
traded on the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable; (ii) if the
Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the mean between the closing bid price and ask price for the Common Stock on the day of
determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable; (iii) for purposes of any Awards
granted on the Registration Date, the initial price to the public as set forth in 


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the
final prospectus included within the registration statement in Form S-1 filed with the Securities and Exchange Commission for the IPO; or (iv) in the absence of an
established market for the Common Stock, the amount determined by the Committee in good faith to be the fair market value of the Common Stock. 


        (q)   "Immediate
Family Members" has the meaning given such term in Section 16(b) of the Plan. 


        (r)   "Incentive
Stock Option" means an Option which is designated by the Committee as an incentive stock option as described in
Section 422 of the Code and otherwise meets the requirements set forth in the Plan. 


        (s)   "Indemnifiable
Person" has the meaning given such term in Section 4(d) of the Plan. 


        (t)    "Investor"
has the meaning given such term in the definition of "Change of Control". 


        (u)   "IPO"
has the meaning given such term in the definition of "Change of Control". 


        (v)   "Mature
Shares" means shares of Common Stock either (i) previously acquired on the open market, (ii) not acquired from the
Company in the form of compensation, or (iii) acquired from the Company in the form of compensation that have been owned by a Participant for at least six (6) months. 



        (w)  "Negative
Discretion" shall mean the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the size of a
Performance Compensation Award consistent with Section 162(m) of the Code. 


        (x)   "Nonstatutory
Stock Option" means an Option which is not designated by the Committee as an Incentive Stock Option. 


        (y)   "Option"
means an Award granted under Section 7 of the Plan. 


        (z)   "Option
Period" has the meaning given such term in Section 7(c) of the Plan. 


        (aa) "Participant"
means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant
to Section 6 of the Plan. 


        (bb) "Performance
Compensation Award" shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to
Section 11 of the Plan. 


        (cc) "Performance
Criteria" shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance
Goal(s) for a Performance Period with respect to any Performance Compensation Award under Section 11 of the Plan. 



        (dd) "Performance
Formula" shall mean, for a Performance Period, the one or more objective formulae applied against the relevant Performance
Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award has been
earned for the Performance Period. 


        (ee) "Performance
Goals" shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period
based upon the Performance Criteria. 


        (ff)  "Performance
Period" shall mean the one or more periods of time, as the Committee may select, over which the attainment of one or more
Performance Goals will be measured for the purpose of determining a Participant's right to, and the payment of, a Performance Compensation Award. 


        (gg) "Permitted
Transferee" has the meaning given such term in Section 15(b) of the Plan. 


        (hh) "Person"
has the meaning given such term in the definition of "Change of Control". 


        (ii)   "Plan"
means this Internet Brands, Inc. 2007 Equity Plan. 


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        (jj)   "Predecessor
Plans" means the Internet Brands, Inc. 1998 Stock Plan and the Internet Brands, Inc. 2000 Stock Plan, including
any and all amendments thereto. 


        (kk) "Registration
Date" means the effective date of the first registration statement that is filed by the Company and declared effective
pursuant to Section 12(g) of the Exchange Act, with respect to any class of the Company's securities. 



        (ll)   "Restricted
Period" means the period of time determined by the Committee during which an Award is subject to restrictions or, as
applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned. 


        (mm) "Restricted
Stock" means Common Stock, subject to certain specified restrictions (including, without limitation, a requirement that the
Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan. 


        (nn) "Restricted
Stock Unit" means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or other
property, subject to certain restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of
time), granted under Section 9 of the Plan. 


        (oo) "SAR
Period" has the meaning given such term in Section 8(c) of the Plan. 


        (pp) "Section 162(m)
Effective Date" means the first date on which Awards granted under the Plan do not qualify for an exemption from the
deduction limitations of Section 162(m) of the Code on account of an exemption, or a transition or grandfather rule. 


        (qq) "Section 409A
Award" has the meaning given such term in Section 15(a) of the Plan. 


        (rr)  "Securities
Act" means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of
the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, rules, regulations
or guidance. 


        (ss)  "Service
Provider" means (i) any individual who is employed by the Company or an Affiliate, (ii) any director or officer of
the Company or an Affiliate; and (iii) any consultant or advisor to the Company or an Affiliate, subject to Section 16(h) of the Plan. 


        (tt)  "Share
Limit" has the meaning given such term in Section 5(b) of the Plan. 


        (uu) "Stock
Appreciation Right" or "SAR" means an Award granted under Section 8 of the
Plan. 


        (vv) "Stock
Bonus Award" means an Award granted under Section 10 of the Plan. 


        (ww) "Strike
Price" means, (i) in the case of a SAR granted in tandem with an Option, the Exercise Price of the related Option, or
(ii) in the case of a SAR granted independent of an Option, the Fair Market Value on the Date of Grant. 


        (xx) "Substitute
Award" has the meaning given such term in Section 5(e) of the Plan. 


        (yy) "Vesting
Commencement Date" has the meaning given such term in an applicable Award agreement under the Plan. 


3. Effective Date; Duration. The Plan shall be effective as of the Effective Date. The expiration date of the Plan, on and after which date no Awards
may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however, that such expiration shall not affect Awards then outstanding, and the
terms and conditions of the Plan shall continue to apply to such Awards. 


4. Administration. (a) The Committee shall administer the Plan. To the extent required to comply with the provisions of
Rule 16b-3 promulgated under the Exchange Act (if the Board is not acting as the 


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Committee
under the Plan) or necessary to obtain the exception for performance-based compensation under Section 162(m) of the Code, as applicable, it is intended that each member of the
Committee shall, at the time he takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible
Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan. The majority of the members of the Committee shall constitute a quorum. The acts of a
majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee. 


        (b)   Subject
to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other express powers and authorizations
conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of
shares of Common Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of
any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, shares of Common Stock, other securities, other Awards or other
property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent,
and under what circumstances the delivery of cash, Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award shall be deferred either
automatically or at the election of the Participant or of the Committee, subject to the requirements of Section 409A of the Code; (vii) interpret, administer, reconcile any inconsistency
in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any
rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; (ix) accelerate the vesting or exercisability of, payment for or
lapse of restrictions on, Awards, subject to the requirements of Section 409A of the Code; (x) extend the period during which Awards may be exercised, subject to the requirements of
Section 409A of the Code; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. 


        (c)   Unless
otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award or
any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons
or entities, including, without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any shareholder of the Company. 


        (d)   No
member of the Board, the Committee or any employee or agent of the Company (each such person, an "Indemnifiable Person") shall be liable
for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless by
the Company against and from any loss, cost, liability, or expense (including attorneys' fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from
any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under the
Plan or any Award agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company's approval, in settlement thereof, or paid by such Indemnifiable Person in
satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, provided that the Company shall have the right, at its own expense,
to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of
the Company's choice. The foregoing right of indemnification shall not be 


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available
to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines
that the acts or omissions of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person's bad faith, fraud or willful criminal act or omission or that
such right of indemnification is otherwise prohibited by law or by the Company's Certificate of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such Indemnifiable Persons may be entitled under the Company's Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any other power that the
Company may have to indemnify such Indemnifiable Persons or hold them harmless. 


        (e)   Notwithstanding
anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards and administer the
Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee under the Plan. 



5. Grant of Awards; Shares Subject to the Plan; Limitations. (a) The Committee may, from time to time, grant Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units, Stock Bonus Awards and/or Performance Compensation Awards to one or more Eligible Persons. 


        (b)   Awards
granted under the Plan shall be subject to the following limitations: 



        (i)    Subject
to this Section 5 and Section 12 of the Plan, the maximum number of shares of Common Stock that may be delivered in the aggregate pursuant to
Awards granted under the Plan is 3,736,503; provided that on each of January 1, 2009, January 1, 2010, January 1, 2011, January 1, 2012, and
January 1, 2013, the maximum number of shares deliverable under this clause (i) as in effect on the immediately preceding December 31 shall be increased by the lesser of
(A) a number of shares of Common Stock
equal to two and one half percent (2.5%) of the total number of outstanding shares of Common Stock (on a fully-diluted basis) on such date, (B) 3,000,000 shares of Common Stock, or
(C) such other amount as the Committee may determine on or before the immediately preceding December 31; provided, further, that the maximum number of shares
deliverable pursuant to this Section 5 (including paragraph (c) herein) (such maximum number of shares, as in effect at any time hereunder, the "Share Limit") shall not exceed
24,564,013. 


        (ii)   Subject
to Section 12 of the Plan, no more than the lesser of (A) the Share Limit or (B) 24,564,013 shares of Common Stock may be delivered in the
aggregate pursuant to the exercise of Incentive Stock Options granted under the Plan. 


        (iii)  Subject
to Section 12 of the Plan, no more than 3,000,000 shares of Common Stock may be subject to grants of Options or SARs under the Plan to any single
Participant during any calendar year. 


        (iv)  Subject
to Section 12 of the Plan, no more than 3,000,000 shares of Common Stock may be delivered in respect of Performance Compensation Awards granted in a
calendar year to any single Participant pursuant to Section 11 of the Plan, or in the event such Performance Compensation Award is paid in cash, other securities, other Awards or other
property, no more than the Fair Market Value of 3,000,000 shares of Common Stock on the last day of the calendar year in which the Award is made. 


        (v)   The
maximum amount that can be paid to any single Participant in a calendar year pursuant to a cash bonus Award described in Section 11(a) of the Plan
shall be $3,000,000. 




        (c)   Shares
of Common Stock shall be deemed to have been used in settlement of Awards whether or not they are actually delivered or the Fair Market Value equivalent of such
shares is paid in cash; provided, however, that if shares of Common Stock issued upon exercise, vesting or settlement of an Award or a stock option or stock purchase right
granted under the Predecessor Plans, or shares of 


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Common
Stock owned by a Participant, are surrendered or tendered to the Company (either directly or by means of attestation) on or after the Effective Date in payment of the Exercise Price of an Award
or the exercise price of a stock option or stock purchase right granted under the Predecessor Plans, or of any taxes required to be withheld in respect of an Award or a stock option or stock purchase
right granted under the Predecessor Plans, in each case, in accordance with the terms and conditions of the Plan or Predecessor Plans and any applicable Award, or stock option, or stock purchase right
agreement, such surrendered or tendered shares shall again become available for other Awards under the Plan; provided, further, that in no event shall such shares increase
the number of shares of Common Stock that may be delivered pursuant to Incentive Stock Options granted under the Plan. In accordance with (and without limitation upon) the preceding sentence, if and
to the extent an Award under the Plan or a stock option or stock purchase right granted under the Predecessor Plans expires, terminates or is canceled or forfeited for any reason whatsoever on or
after the Effective Date without the Participant having received any benefit therefrom, the shares covered by such Award, stock option, or stock purchase right shall become available for other Awards
under the Plan; provided, however, that in the case of an award designated as a Performance Compensation Award or any Option or SAR, cancellation of such Award shall not
increase the number of shares of Common Stock available for Performance Compensation Awards to the Participant granted such Award in a calendar year under the Plan. For purposes of the foregoing
sentence, a Participant shall not be deemed to have received any "benefit" (i) in the case of forfeited Restricted Stock by reason of having enjoyed voting rights and dividend rights prior to
the date of forfeiture or (ii) in the case of an Award, stock option, or stock purchase right canceled by reason of a new Award, stock option, or stock purchase right being granted under the
Plan or the Predecessor Plans in substitution therefor. 


        (d)   Shares
of Common Stock delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the Company, shares
purchased on the open market or by private purchase, or a combination of the foregoing. 


        (e)   Awards
may, in the sole discretion of the Committee, be granted under the Plan to Eligible Persons in assumption of, or in substitution for, outstanding awards
previously granted by the Company or any Affiliate or an entity acquired by the Company or with which the Company combines ("Substitute Awards"). The number of shares of
Common Stock underlying any Substitute Awards shall be counted against the aggregate number of shares of Common Stock available for Awards under Section 5(b) of the Plan;
provided, however, that Substitute Awards issued in connection with the assumption of, or the substitution for, outstanding awards previously granted by an entity that is
acquired by the Company or any Affiliate through a merger or acquisition shall not be counted against the aggregate number of shares of Common Stock available for Awards under
Section 5(b) of the Plan; provided, further, that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options
intended to qualify as "incentive stock options" within the meaning of Section 422 of the Code that were previously granted by an entity that is acquired by the Company or any Affiliate through
a merger or acquisition shall be counted against the aggregate number of shares of Common Stock available for Incentive Stock Options under Section 5(b) the Plan. 


6. Eligibility. Participation shall be limited to Eligible Persons who have entered into an Award agreement or who have received written notification
from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan. 


7. Options. (a) Generally. Each Option granted under the Plan shall be evidenced by an Award agreement. Each Option
so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement. All
Options granted under the Plan shall be Nonstatutory Stock Options unless the applicable Award agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive Stock
Options shall be granted only to Eligible Persons who are employees of the Company or Affiliates that are parents or subsidiaries of the Company within the meaning of 


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Section 424(e) and
(f) of the Code, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No
Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the shareholders of the Company in a manner intended to comply with the shareholder approval requirements of
Section 422(b)(1) of the Code, provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a
failure to obtain such approval, but rather such Option shall be treated as a Nonstatutory Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms
and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option
(or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonstatutory Stock Option
appropriately granted under the Plan. Notwithstanding any designation of Options as Incentive Stock Options, to the extent that the aggregate Fair Market Value of the Shares with respect to which such
Options are exercisable for the first time during any calendar year (under all plans of the Company and any Affiliate) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options.
For purposes of the preceding sentence, Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of
the time the Option with respect to such Shares is granted. 


        (b)   Exercise
Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the exercise price ("Exercise
Price") per share of Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share (determined as of the Date of Grant); provided,
however, that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of
all classes of stock of the Company or any Affiliate, the Exercise Price per share shall be no less than 110% of the Fair Market Value per share on the Date of Grant. 


        (c)   Vesting
and Expiration. (i) Options shall vest and become exercisable in such manner and on such date or dates determined by the
Committee and shall expire after such period, not to exceed ten (10) years, as may be determined by the Committee (the "Option Period"); provided,
however, that in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns stock representing more than 10% of the voting power of all classes of
stock of the Company or any Affiliate, the Option Period shall not exceed five (5) years from the Date of Grant. Notwithstanding any vesting dates, exercisability period, or Option Period set
by the Committee, the Committee may, in its sole discretion, (A) accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of such Option other
than with respect to exercisability; and (B) extend the period during which the vested portion of an Option shall be exercisable after the Participant granted the Option ceases to be a Service
Provider, provided, however, that such period shall not be extended beyond the earlier of the latest date upon which the Option could have expired by its original terms or
ten (10) years following the date on which the Option was granted. 


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        (ii)   Unless
otherwise provided by the Committee in an Award agreement, the unvested portion of an Option shall expire on the date the Participant granted the Option ceases
to be a Service Provider, and the vested portion of such Option shall remain exercisable for (A) one year following termination of the Participant's relationship as a Service Provider by reason
of such Participant's death or Disability, but not later than the expiration of the Option Period or (B) three (3) months following termination of the Participant's relationship as a
Service Provider for any reason other than such Participant's death or Disability, but not later than the expiration of the Option Period. In the case of any Option granted before the Registration
Date, the following additional requirements shall apply: the vested portion of such Option shall remain exercisable until (A) at least six (6) months from the date of Participant's
termination of employment by reason of such Participant's death or Disability (or, if earlier, the Registration Date) and (B) at least thirty (30) days from the date of Participant's
termination of employment for any reason other than such Participant's death or Disability, and other than termination of employment for cause as defined in the applicable Award agreement (or, if
earlier, the Registration Date), provided, however, that such Option shall not be exercisable after the expiration of the Option Period. For purposes of the foregoing
sentence only, "termination of employment" shall have the meaning ascribed thereto under section 260.140.41 of title 10 of the California Code of Regulations. 




        (d)   Method
of Exercise and Form of Payment. No shares of Common Stock shall be delivered pursuant to any exercise of an Option until
payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any Federal, state, local and non-U.S. income and
employment taxes required to be withheld. Options which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of
the Option accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check, cash equivalent, and/or shares of Common Stock valued at the Fair Market Value
at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of
actual delivery of such shares to the Company); provided that such shares of Common Stock are not subject to any pledge or other security interest and are Mature Shares;
or (ii) by such other method as the Committee may permit in its sole discretion, including without limitation: (A) in other property having a fair market value on the date of exercise
equal to the Exercise Price or (B) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted "cashless exercise" pursuant to which the Company is
delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount
equal to the Exercise Price or (C) by means of a "net exercise" procedure approved by the Committee. 


        (e)   Notification
upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under the Plan
shall notify the Company in writing immediately after the date he makes a disqualifying disposition of any Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A
disqualifying disposition is any disposition (including, without limitation, any sale) of such Common Stock before the later of (A) two (2) years after the Date of Grant of the Incentive
Stock Option or (B) one (1) year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established
by the Committee, retain possession of any Common Stock acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in
the preceding sentence. 


        (f)    Buyout.
The Committee may, in its sole discretion, at any time before the Registration Date, buy out for a payment in cash or the delivery
of shares of Common Stock or other property (including, without limitation, another Award) an Option previously granted, based on such terms and conditions 


9







 



as
the Committee shall establish and communicate to the Participant at the time such offer is made. If the Committee so determines, the consent of the affected Participant shall not be required to
effect such buyout. 


        (g)   Compliance
with Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner
which the Committee determines would violate the Sarbanes-Oxley Act of 2002, or any other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the
applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded. 


8. Stock Appreciation Rights. (a) Generally. Each SAR granted under the Plan shall be evidenced by an Award
agreement. Each SAR so granted shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable
Award agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent of any Option. 


        (b)   Strike
Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the strike price ("Strike
Price") per share of Common Stock for each SAR shall not be less than 100% of the Fair Market Value of such share (determined as of the Date of Grant). 


        (c)   Vesting
and Expiration. (i) A SAR granted in connection with an Option shall become exercisable and shall expire according to the
same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable and shall expire in such manner and on such date
or dates determined by the Committee and shall expire after such period, not to exceed ten (10) years, as may be determined by the Committee (the "SAR Period");
provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any SAR, which
acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability. 



        (ii)   Unless
otherwise provided by the Committee in an Award agreement, the unvested portion of a SAR shall expire on the date the Participant granted the SAR ceases to be a
Service Provider, and the vested portion of such SAR shall remain exercisable for (i) one year following termination of the Participant's relationship as a Service Provider by reason of such
Participant's death or Disability, but not later than the expiration of the SAR Period or (ii) three (3) months following termination of the Participant's relationship as a Service
Provider for any reason other than such Participant's death or Disability, but not later than the expiration of the SAR Period. In the case of any SAR granted before the Registration Date, the
following additional requirements shall apply: the vested portion of such SAR shall remain exercisable until (A) at least six (6) months from the date of Participant's termination of
employment by reason of such Participant's death or Disability (or, if earlier, the Registration Date) and (B) at least thirty (30) days from the date of Participant's termination of
employment for any reason other than such Participant's death or Disability, and other than termination of employment for cause as defined in the applicable Award agreement (or, if earlier, the
Registration Date), provided, however, that such SAR shall not be exercisable after the expiration of the SAR Period. For purposes of the foregoing sentence only,
"termination of employment" shall have the meaning ascribed thereto under section 260.140.41 of title 10 of the California Code of Regulations. 




        (d)   Method
of Exercise. SARs which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the
Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded. 


        (e)   Payment.
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR
that are being exercised multiplied by the excess, if any, of the Fair Market Value of one share of Common Stock on the exercise date over the Strike 


10







 



Price,
less an amount equal to any Federal, state, local and non-U.S. income and employment taxes required to be withheld. The Company shall pay such amount in cash, in shares of Common
Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in cash. 



        (f)    Substitution
of SARs for Nonstatutory Stock Options. The Committee shall have the authority in its sole discretion to substitute, without
the consent of the affected Participant or any holder or beneficiary of SARs, SARs settled in shares of Common Stock (or settled in shares or cash in the sole discretion of the Committee) for
outstanding Nonstatutory Stock Options, provided that (i) the substitution shall not otherwise result in a modification of the terms of any such Nonstatutory Stock
Option, (ii) the number of shares of Common Stock underlying the substituted SARs shall be the same as the number of shares of Common Stock underlying such Nonstatutory Stock Options, and
(iii) the Strike Price of the substituted SARs shall be equal to the Exercise Price of such Nonstatutory Stock Options; provided, however, that if, in the opinion
of the Company's independent public auditors, the foregoing provision creates adverse accounting consequences for the Company, such provision shall be considered null and void. 


9. Restricted Stock and Restricted Stock Units. (a) Generally. Each grant of Restricted Stock and Restricted Stock
Units shall be evidenced by an Award agreement. Each such grant shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan as
may be reflected in the applicable Award agreement. 


        (b)   Stock
Certificates; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, the Committee shall cause a stock certificate
registered in the name of the Participant to be issued, or shall cause uncertificated shares to be issued pursuant to a direct registration system adopted by the Company; and, if the Committee
determines that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Committee may require
the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate stock power (endorsed in
blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow
agreement and blank stock power within the amount of time specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this Section 9 and the
applicable Award agreement, the Participant generally shall have the rights and privileges of a shareholder as to such Restricted Stock, including without limitation the right to vote such Restricted
Stock. To the extent shares of Restricted Stock are forfeited, such shares shall be returned to the Company, and all rights of the Participant to such shares and as a shareholder with respect thereto
shall terminate without further obligation on the part of the Company. 


        (c)   Vesting;
Acceleration of Lapse of Restrictions. Unless otherwise provided by the Committee in an Award agreement, the unvested portion of
Restricted Stock and Restricted Stock Units shall terminate and be forfeited on the date the Participant granted the applicable Award ceases to be a Service Provider. The Committee may in its sole
discretion accelerate the lapse of any or all of the restrictions on the Restricted Stock and Restricted Stock Units which acceleration shall not affect any other terms and conditions of such Awards. 


        (d)   Delivery
of Restricted Stock and Settlement of Restricted Stock Units. (i) Upon the expiration of the Restricted Period with respect
to any shares of Restricted Stock, the restrictions set forth in the applicable Award agreement shall be of no further force or effect with respect to such shares, except as set forth in the
applicable Award agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge, any shares of Restricted Stock
which have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld 


11







 



by
the Committee and attributable to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock
having a Fair Market Value equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends. 



        (ii)   Unless
otherwise provided by the Committee in an Award agreement that complies with the requirements of Section 409A of the Code and Section 15 of the
Plan, upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one share
of Common Stock for each such outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect to pay cash or part cash and part
Common Stock in lieu of delivering only shares of Common Stock in respect of such Restricted Stock Units. If a cash payment is made in lieu of delivering shares of Common Stock, the amount of such
payment shall be equal to the Fair Market Value of the Common Stock as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units, less an amount equal to any
Federal, state, local and non-U.S. income and employment taxes required to be withheld. 




        (e)   Legends
on Restricted Stock. Any certificate representing Restricted Stock awarded under the Plan shall bear a legend substantially in the
form of the following in addition to any other information the Company deems appropriate until the lapse of all restrictions with respect to such Common Stock: 



TRANSFER
OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE INTERNET BRANDS, INC. 2007 EQUITY PLAN AND A RESTRICTED STOCK AWARD AGREEMENT, DATED AS
OF                        , BETWEEN INTERNET BRANDS, INC.
AND                        . A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF INTERNET
BRANDS, INC. 


In
the case of any uncertificated shares of Restricted Stock issued pursuant to a direct registration system adopted by the Company, the Company shall issue appropriate stop transfer instructions to
its transfer agent, if any, and, if the Company transfers its own securities, it shall make appropriate notations to the same effect in its own records. 


10. Stock Bonus Awards. The Committee may issue unrestricted Common Stock, or other Awards denominated in Common Stock, under the Plan to Eligible
Persons, alone or in tandem with other Awards, in such amounts as the Committee shall from time to time in its sole discretion determine. Each Stock Bonus Award granted under the Plan shall be
evidenced by an Award agreement. Each Stock Bonus Award so granted shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement. 


11. Performance Compensation Awards. (a) Generally. The Committee shall have the authority, at the time of grant of
any Award described in Sections 7 through 10 of the Plan, to designate such Award as a Performance Compensation Award intended to qualify as "performance-based compensation" under
Section 162(m) of the Code. The Committee shall have the authority to grant cash bonuses under the Plan with the intent that such bonuses shall qualify for the exemption from
Section 162(m) of the Code provided pursuant to Treasury Regulation Section 1.162-27(f)(1), for the reliance period described in Treasury Regulation
Section 1.162-27(f)(2). In addition, the Committee shall have the authority to make an award of a cash bonus to any Participant and designate such Award as a Performance
Compensation Award intended to qualify as "performance-based compensation" under Section 162(m) of the Code. 



        (b)   Discretion
of Committee with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee shall
have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance 


12







 



Criteria
that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goal(s) that is (are) to apply, and the Performance Formula. Within the first
90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), the Committee shall, with regard to the Performance
Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence and record the same in
writing. 


        (c)   Performance
Criteria. The Performance Criteria that will be used to establish the Performance Goal(s) shall be based on the attainment of
specific levels of performance of the Company (and/or one or more Affiliates, divisions or operational units, or any combination of the foregoing) and shall be limited to the following: (i) net
earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross profit or
gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity, or
sales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital); (viii) earnings before or after taxes, interest,
depreciation and/or amortization; (ix) gross or operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total shareholder
return); (xii) expense targets; (xiii) margins; (xiv) operating efficiency; (xv) objective measures of customer satisfaction; (xvi) working capital targets;
(xvii) measures of economic value added; and (xviii) enterprise value. Any one or more of the Performance Criteria may be used on an absolute or relative basis to measure the performance
of the Company and/or one or more Affiliates as a whole or any business unit(s) of the Company and/or one or more Affiliates or any combination thereof, as the Committee may deem appropriate, or any
of the above Performance Criteria may be compared to the performance of a group of comparator companies, or a published or special index that the Committee, in its sole discretion, deems appropriate,
or as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the
Performance Criteria specified in this paragraph. To the extent required under Section 162(m) of the Code, the Committee shall, within the first 90 days of a Performance Period (or, if
longer or shorter, within the maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for
such Performance Period. 


        (d)   Modification
of Performance Goal(s). In the event that applicable tax and/or securities laws change to permit Committee discretion to alter
the governing Performance Criteria without obtaining shareholder approval of such alterations, the Committee shall have sole discretion to make such alterations without obtaining shareholder approval.
The Committee is authorized at any time during the first 90 days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code),
or at any time thereafter to the extent the exercise of such authority at such time would not cause the Performance Compensation Awards granted to any Participant for such Performance Period to fail
to qualify as "performance-based compensation" under Section 162(m) of the Code, in its sole discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period,
based on and in order to appropriately reflect the following events: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax
laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary nonrecurring items as
described in Accounting Principles Board Opinion No. 30 (or any successor pronouncement thereto) and/or in management's discussion and analysis of financial condition and results of operations
appearing in the Company's annual report to shareholders for the applicable year; (vi) acquisitions or divestitures; (vii) any other specific unusual or nonrecurring events, or
objectively determinable category thereof; (viii) foreign exchange gains and losses; and (ix) a change in the Company's fiscal year. 


13







 



        (e)   Payment
of Performance Compensation Awards. (i) Condition to Receipt of Payment. Unless otherwise
provided in the applicable Award agreement, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation
Award for such Performance Period. 



        (ii)   Limitation.
A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that:
(A) the Performance Goals for such period are achieved; and (B) all or some of the portion of such Participant's Performance Compensation Award has been earned for the Performance Period
based on the application of the Performance Formula to such achieved Performance Goals. 


        (iii)  Certification.
Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what
extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance Compensation Awards earned for the period based
upon the Performance Formula. The Committee shall then determine the amount of each Participant's Performance Compensation Award actually payable for the Performance Period and, in so doing, may apply
Negative Discretion. 


        (iv)  Use
of Negative Discretion. In determining the actual amount of an individual Participant's Performance Compensation Award for a
Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period through the use of Negative
Discretion if, in its sole judgment, such reduction or elimination is appropriate. The Committee shall not have the discretion to (A) grant or provide payment in respect of Performance
Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained; or (B) increase a Performance Compensation Award above the applicable
limitations set forth in Section 5 of the Plan. 




        (f)    Timing
of Award Payments. Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as
administratively practicable following completion of the certifications required by this Section 11. Any Performance Compensation Award that has been deferred shall not (between the date as of
which the Award is deferred and the payment date) increase (i) with respect to a Performance Compensation Award that is payable in cash, by a measuring factor for each fiscal year greater than
a reasonable rate of interest set by the Committee or (ii) with respect to a Performance Compensation Award that is payable in shares of Common Stock, by an amount greater than the appreciation
of a share of Common Stock from the date such Award is deferred to the payment date. 


12. Changes in Capital Structure and Similar Events. (a) Subject to this Section 12, (i) Awards granted under the Plan and any
agreements evidencing such Awards, (ii) any or all of the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) which
may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including, without limitation, any or all of the limitations under Section 5 of the Plan)
and (iii) the terms of any outstanding Award, including, without limitation, (A) the number of shares of Common Stock or other securities of the Company (or number and kind of other
securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (B) the Exercise Price or Strike Price with respect to any Award, or (C) any applicable
performance measures (including, without limitation, Performance Criteria and Performance Goals) shall be adjusted or substituted, in such manner as the Committee may determine, as to the number,
price, or kind of share of Common Stock or other consideration subject to such Awards or as otherwise determined by the Committee to be equitable, to preserve the economic value of such Awards (i.e.,
such that such value shall be neither increased nor decreased on account of such transaction or event) (1) in the event of 


14







 



changes
in the outstanding Common Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization,
reclassification, reorganizations, mergers, consolidations, separations, combinations, exchanges, spin-offs, liquidations, other substantial distributions of the assets of the Company, or
other relevant corporate transactions or changes in capitalization occurring after the Date of Grant of any such Award or (2) in the event of any change in applicable laws or any change in
circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment
because it interferes with the intended operation of the Plan. In the event that a stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification, or other
distribution of securities of the Company of or on Common Stock without receipt of consideration of the Company occurs prior to the Registration Date, a proportionate adjustment shall be made to
(1) the number of shares of Common Stock purchasable under any Option or SAR, and the Exercise Price or Strike Price thereof, or (2) the number of shares of Common Stock allocated to a
Participant under any other Award. 


        (b)   Any
adjustment in Incentive Stock Options under this Section 12 shall be made only to the extent not constituting a "modification" within the meaning of
Section 424(h)(3) of the Code, and any adjustments under this Section 12 shall be made in a manner which does not adversely affect the exemption provided pursuant to
Rule 16b-3 under the Exchange Act. Further, (i) with respect to any Award granted during the reliance period described in Treasury Regulation
Section 1.162-27(f)(2) which is intended to qualify for the exemption from Section 162(m) of the Code provided pursuant to Treasury Regulation
Section 1.162-27(f)(1) or any Award granted on or after the Section 162(m) Effective Date which is intended to qualify as "performance-based compensation" under
Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing
the Company to be denied a tax deduction on account of Section 162(m) of the Code; and (ii) with respect to any Section 409A Award as defined in Section 15(a) of the
Plan, such adjustments or modifications shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing such Section 409A Award
to violate the requirements of Section 409A of the Code and Section 15 of the Plan. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such
adjustment shall be conclusive and binding for all purposes. 


        (c)   Notwithstanding
paragraphs (a) and (b) above, in the event of any of the following: 


        A.
The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than
stock or other equity interests of the surviving entity; 


        B.
All or substantially all of the stock or assets of the Company are acquired by another person; 



        C.
The reorganization or liquidation of the Company; or 


        D.
The Company shall enter into a written agreement to undergo an event described in clauses A, B or C above, 


then
the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Awards and cause to be paid to the holders thereof, in cash or
stock, or any combination thereof, the value of such Awards (whether or not vested or exercisable) based upon the price per share of Common Stock received or to be received by other shareholders of
the Company in the event. The terms of this Section 12 may be varied by the Committee in any particular Award agreement. 



13. Effect of Change of Control. Except to the extent otherwise provided in an Award agreement, in the event of a Change of Control, notwithstanding any
provision of the Plan to the contrary, the 


15







 



Committee
may in its sole discretion provide that, with respect to any particular outstanding Award or Awards: 


        (a)   all
then-outstanding Options and SARs shall become immediately exercisable as of immediately prior to the Change of Control with respect to up to
100 percent of the shares subject to such Option or SAR; 


        (b)   the
Restricted Period shall expire as of immediately prior to the Change of Control with respect to up to 100 percent of then-outstanding shares of
Restricted Stock or Restricted Stock Units (including without limitation a waiver of any applicable Performance Goals); and 


        (c)   all
incomplete Performance Periods in effect on the date the Change of Control occurs shall end on such date, and the Committee may (i) determine the extent to
which Performance Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial information or other information then available as it deems relevant
and (ii) cause the Participant to receive partial or full payment of Awards for each such Performance Period based upon the Committee's determination of the degree of attainment of Performance
Goals, or assuming that the applicable "target" levels of performance have been attained or on such other basis determined by the Committee. 


        To
the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) through (c) shall occur in a manner and at a time which allows
affected Participants the ability to participate in the Change of Control transaction with respect to the Common Stock subject to their Awards. 


14. Amendments and Termination. (a) Amendment and Termination of the Plan. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time; provided that no such amendment, alteration, suspension, discontinuation or termination shall be
made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any
rules or requirements of any securities exchange or inter-dealer quotation system on which the shares of Common Stock may be listed or quoted or to prevent the Company from being denied a tax
deduction under Section 162(m) of the Code); provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially
and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant,
holder or beneficiary. 


        (b)   Amendment
of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award agreement, waive any
conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award agreement, prospectively or retroactively;
provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any
Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; provided, further, that
without shareholder approval, except as otherwise permitted under Section 12 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price
of any SAR, (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR (with a lower Exercise Price or Strike Price, as the case may be) in a manner
which would either (A) be reportable on the Company's proxy statement as Options which have been "repriced" (as such term is used in Item 402 of Regulation S-K promulgated
under the Exchange Act) or (B) result in any "repricing" for financial statement reporting purposes (or otherwise cause the Award to fail to qualify for equity accounting treatment), and
(iii) the Committee may not take any other action which is considered a "repricing" for purposes of the shareholder approval rules of the applicable securities exchange or inter-dealer
quotation system on which the Common Stock is listed or quoted. 


16









   15. Compliance with Section 409A of the Code. (a) Awards Subject to Code Section 409A. Any Award that
constitutes, or provides for, a deferral of compensation subject to Section 409A of the Code (a "Section 409A Award") shall satisfy the requirements of
Section 409A of the Code, the Treasury Regulations thereunder, and this Section 15, to the extent applicable. The Award agreement with respect to a Section 409A Award shall
incorporate the terms and conditions required by Section 409A of the Code, the Treasury Regulations thereunder, and this Section 15. 


        (b)   Distributions
Under a Section 409A Award. (i) Subject to paragraph (ii) below, any shares of Common Stock, cash,
or other property or amounts to be paid or distributed upon the grant, issuance, vesting, exercise, or payment of a Section 409A Award shall be distributed in accordance with the requirements
of Section 409A(a)(2) of the Code, and shall not be distributed earlier than: (A) the Participant's separation from service, as determined by the Secretary of the Treasury,
(B) the date the Participant becomes disabled within the meaning of Section 409A(a)(2)(C) of the Code, (C) the Participant's death, (D) a specified time (or pursuant to a
fixed schedule) specified under the Award agreement at the date of the deferral of such compensation, (E) a change in the ownership or effective control of the Company or an Affiliate, or in
the ownership of a substantial portion of the assets of the Company or an Affiliate, to the extent permitted under Section 409A of the Code and Treasury Regulation
Section 1.409A-3(i)(5), or (F) the occurrence of an unforeseeable emergency with respect to the Participant. 



        (ii)   In
the case of a Participant who is a "Specified Employee," the requirement of clause (A) of paragraph (i) above shall be met only if the
distributions with respect to the Section 409A Award may not be made before the date which is six months after the Participant's separation from service (or, if earlier, the date of the
Participant's death). For purposes of this paragraph (ii), a Holder shall be a Specified Employee if such holder is a key employee (as defined in Section 416(i) of the Code
without regard to paragraph (5) thereof) of a corporation any stock in which is publicly traded on an established securities market or otherwise, as determined under
Section 409A(a)(2)(B)(i) of the Code. 


        (iii)  The
requirement of paragraph (i)(F) above shall be met only if, as determined under Section 409A(a)(2)(B)(ii) of the Code, the amounts
distributed with respect to the unforeseeable emergency do not exceed the amounts necessary to satisfy such unforeseeable emergency plus amounts necessary to pay taxes reasonably anticipated as a
result of the distribution, after taking into account the extent to which such unforeseeable emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by
liquidation of the Participant's assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). 


        (iv)  For
purposes of this Section 15, the terms specified herein shall have the respective meanings ascribed thereto under Section 409A of the Code and the
Treasury Regulations thereunder. 




        (c)   Prohibition
on Acceleration of Benefits. The time or schedule of any distribution or payment of any shares of Common Stock, cash, or other
property or amounts under a Section 409A Award shall not be accelerated, except as otherwise permitted under Section 409A(a)(3) of the Code. 


        (d)   Elections
Under Section 409A Awards. (i) Any deferral election provided under or with respect to an Award to any Eligible
Person or Participant shall satisfy the requirements of Section 409A(a)(4)(B) of the Code, to the extent applicable, and, except as otherwise permitted under
sub-paragraph (A) or (B) below, any such deferral election with respect to compensation for services performed during a taxable year shall be made not later than the close of
the preceding taxable year, or at such other time as provided in Treasury Regulations. 



        (A)  In
the case of the first year in which an Eligible Person or Participant becomes eligible to participate in the Plan, any such deferral election may be made with respect
to services to be 


17







 



performed
subsequent to the election within thirty (30) days after the date the Eligible Person or Participant becomes eligible to participate in the Plan, as provided under
Section 409A(a)(4)(B)(ii) of the Code. 


        (B)  In
the case of any performance-based compensation based on services performed by an Eligible Person or Participant over a period of at least twelve (12) months,
any such deferral election may be made no later than six (6) months before the end of the period, as provided under Section 409A(a)(4)(B)(iii) of the Code. 



        (ii)   In
the event that a Section 409A Award permits, under a subsequent election by the Participant, a delay in a distribution or payment of any shares of Common
Stock, cash, or other property or amounts under such Section 409A Award, or a change in the form of distribution or payment, such subsequent election shall satisfy the requirements of
Section 409A(a)(4)(C) of the Code, and: 




        (A)  such
subsequent election may not take effect until at least twelve (12) months after the date on which the election is made, 


        (B)  in
the case such subsequent election relates to a distribution or payment not described in clauses (B), (C), or (F) of paragraph (b)(i) above, the
first payment with respect to such election may be deferred for a period of not less than five (5) years from the date such distribution or payment otherwise would have been made, and 



        (C)  in
the case such subsequent election relates to a distribution or payment described in clause (D) of paragraph (b)(i) above, such election
may not be made less than twelve (12) months prior to the date of the first scheduled distribution or payment under clause (D) of paragraph (b)(i). 


        (e)   Compliance
in Form and Operation. A Section 409A Award, and any election under or with respect to such Section 409A
Award, shall comply in form and operation with the requirements of Section 409A of the Code and the Treasury Regulations thereunder. 


16. General. (a) Award Agreements. Each Award under the Plan shall be evidenced by an Award agreement, which shall
be delivered to the Participant and shall specify the terms and conditions of the Award any rules applicable thereto, including without limitation, the effect on such Award of a Participant's death,
Disability, or termination of relationship as Service Provider, or of such other events as may be determined by the Committee. 


        (b)   Nontransferability.
(i) Each Award shall be exercisable only by a Participant during the Participant's lifetime, or, if permissible
under applicable law, by the Participant's legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other
than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the
Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. 



        (ii)   Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant, without
consideration or pursuant to a domestic relations order, subject to such rules as the Committee may adopt consistent with any applicable Award agreement to preserve the purposes of the Plan, to:
(A) any person who is a "family member" of the Participant, as such term is used in the instructions to Form S-8 under the Securities Act (collectively, the
"Immediate Family Members"); (B) a trust solely for the benefit of the Participant and his or her Immediate Family Members; (C) a partnership or limited
liability company whose only partners or shareholders are the Participant and his or her Immediate Family Members; or (D) on or after the Registration Date, any other transferee as may be
approved either (I) by the Board or the Committee in its sole discretion, or 



18







 

(II) as
provided in the applicable Award agreement; (each transferee described in clauses (A), (B), (C) or (D) above is hereinafter referred to as a "Permitted
Transferee";) provided that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the
Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan. 


        (iii)  The
terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in the Plan, or in
any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted Transferees shall not be entitled to transfer any Award, other
than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement
on an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award agreement, that such
a registration statement is necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or
would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the termination of the Participant's relationship as a Service
Provider under the terms of the Plan and the applicable Award agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable
by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award agreement. 




        (c)   Dividends
and Dividend Equivalents. In the sole discretion of the Committee, an Award may provide a Participant with dividends or dividend
equivalents, payable in cash, shares of Common Stock, other securities, other Awards or other property, on a current or deferred basis, on such terms and conditions as may be determined by the
Committee in its sole discretion, including without limitation, payment directly to the Participant, withholding of such amounts by the Company subject to vesting of the Award or reinvestment in
additional shares of Common Stock, Restricted Stock or other Awards. 


        (d)   Tax
Withholding. (i) A Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall
have the right and is hereby authorized to withhold, from any cash, shares of Common Stock, other securities or other property deliverable under any Award or from any compensation or other amounts
owing to a Participant, the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of an Award, its exercise, or any payment or transfer under
an Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding and taxes. 



        (ii)   Without
limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the
foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest and are Mature Shares) owned by the Participant
having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the
exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability (but no more than the minimum required statutory withholding liability). 




        (e)   No
Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other person, shall have any
claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of
treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee's determinations and interpretations 


19







 

with
respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Neither the Plan nor
any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or an Affiliate, nor shall it be construed as giving any
Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting relationship, free
from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or any Award agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to
have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the period provided under the Plan
or any Award agreement, notwithstanding any provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such
agreement is executed before, on or after the Date of Grant. 


        (f)    International
Participants. With respect to Participants who reside or work outside of the United States of America and who are not (and who
are not expect to be) "covered employees" within the meaning of Section 162(m) of the Code, the Committee may in its sole discretion amend the terms of the Plan or outstanding Awards with
respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or its Affiliates. 



        (g)   Designation
and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the
beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his death. A Participant may, from time to time, revoke or change his
beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling;
provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant's death, and in no
event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant
is unmarried at the time of death, his or her estate. 


        (h)   Termination
of Employment. Unless determined otherwise by the Committee, (i) a temporary absence from employment or service approved
by the Company due to illness, vacation, or leave of absence; a transfer between locations of the Company or an Affiliate; a transfer from employment or service with the Company to employment or
service with an Affiliate (or vice-versa); or a transfer from employment or service with an Affiliate to employment or service with another Affiliate shall not be considered a termination
of the Participant's relationship as a Service Provider; and (ii) if a Participant's employment with the Company and its Affiliates terminates, but such Participant continues to provide
services to the Company and its Affiliates in a non-employee capacity as a Service Provider (or vice-versa), such change in status shall not be considered a termination of the
Participant's relationship as a Service Provider. Notwithstanding the foregoing, with respect to any Section 409A Award, a termination of the relationship as a Service Provider shall be
considered to occur if and only if there has been a separation from service within the meaning of Section 409A of the Code. 


        (i)    No
Rights as a Shareholder. Except as otherwise specifically provided in the Plan or any Award agreement, no person shall be entitled to the
privileges of ownership in respect of shares of Common Stock which are subject to Awards hereunder until such shares have been issued or delivered to that person. 


        (j)    Government
and Other Regulations. (i) The obligation of the Company to settle Awards in Common Stock or other consideration shall be
subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or 


20







 



conditions
of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Common Stock
pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion
of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption
have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Common Stock to be offered or sold under the Plan. The
Committee shall have the authority to provide that all shares of Common Stock or other securities of the Company or any Affiliate delivered under the Plan shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable under the Plan, the applicable Award agreement, the Federal securities laws, or the rules, regulations and other requirements of the
Securities and Exchange Commission, any securities exchange or inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other applicable Federal,
state, local or non-U.S. laws, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on any certificates evidencing
such shares to make appropriate reference to such restrictions. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to
any Award granted under the Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose
jurisdiction the Award is subject. 



        (ii)   The
Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other
market considerations would make the Company's acquisition of shares of Common Stock from the public markets, the Company's issuance of Common Stock to the Participant, the Participant's acquisition
of Common Stock from the Company and/or the Participant's sale of Common Stock to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of
an Award in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the shares of Common Stock subject to
such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or delivered, as applicable), over (B) the aggregate
Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of delivery of shares of Common Stock (in the case of any other Award). Such amount
shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof, except that in the case of a Section 409A Award, the timing of such
payment shall be subject to the requirements of Section 409A of the Code. 




        (k)   No
Code Section 83(b) Elections Without Consent of Company. No election under Section 83(b) of the Code or under
a similar provision of law may be made unless expressly permitted by the terms of the applicable Award agreement or by action of the Committee in writing prior to the making of such election. If a
Participant, in connection with the acquisition of shares of Common Stock under the Plan or otherwise, is expressly permitted to make such election and the Participant makes the election, the
Participant shall notify the Company of such election within ten (10) days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any
filing and notification required pursuant to Section 83(b) of the Code or other applicable provision. 


        (l)    Payments
to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan is
unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his estate (unless a prior claim therefor has been made by a duly
appointed legal representative) may, if the Committee so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person
deemed by the Committee to be a proper recipient on behalf of 


21







 



such
person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor. 


        (m)  Nonexclusivity
of the Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the shareholders of the
Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under this Plan (subject to Section 17 of the Plan), and such arrangements may be either applicable generally or only in specific cases. 


        (n)   No
Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity, on the other hand. No provision of the Plan or any Award shall require the
Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any
assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes.
Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by
performance of services, they shall have the same rights as other employees under general law. 


        (o)   Reliance
on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the
case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its Affiliates and/or
any other information furnished in connection with the Plan by any agent of the Company or the Committee or the Board, other than himself. 


        (p)   Relationship
to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension,
retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan. 


        (q)   Governing
Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of California applicable to
contracts made and performed wholly within the State of California, without giving effect to the conflict of laws provisions thereof. 


        (r)   Severability.
If any provision of the Plan or any Award or Award agreement is or becomes or is deemed to be invalid, illegal, or
unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed
or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the
Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shall remain in full force and effect. 


        (s)   Obligations
Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or
organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and
business of the Company. 


        (t)    Code
Section 162(m) Re-approval. If so determined by the Committee, (i) the Plan shall be submitted for
re-approval by the shareholders of the Company no later than the first meeting of shareholders at which directors are to be elected that occurs after the close of the third calendar year
following the calendar year in which the IPO is consummated, and (ii) the provisions of the Plan regarding Performance Compensation Awards shall be submitted for re-approval by the
shareholders of 


22







 



the
Company no later than the first shareholder meeting that occurs in the fifth year following the year that shareholders previously approved such provisions following the IPO, in each case for
purposes of exempting certain Awards granted after such time from the deduction limitations of Section 162(m) of the Code. Nothing in this paragraph, however, shall affect the validity of
Awards granted after such time if such shareholder approval has not been obtained. 


        (u)   Expenses;
Gender; Titles and Headings. The expenses of administering the Plan shall be borne by the Company and its Affiliates. Masculine
pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of
any conflict, the text of the Plan, rather than such titles or headings shall control. 


17. Predecessor Plans. No new stock options or stock purchase rights will be granted under the Predecessor Plans on or after the Effective Date. 


*
* * 


23








  



 
 

INTERNET BRANDS, INC.    
    
    2007 EQUITY PLAN    
    
    STOCK OPTION AGREEMENT    
    



        Unless otherwise defined herein, the terms defined in the Internet Brands, Inc. 2007 Equity Plan (the "Plan") shall have the same defined meanings in this
Stock Option Agreement (the "Agreement"). 


I.    NOTICE OF STOCK OPTION GRANT  



	Participant:	 	 
	 	
	 
	Address:	 	 
	 	
	 
	

 	

	

 





        The
above named Participant has been granted an option (the "Option") to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Agreement, as
follows: 



	Grant Number	 	 	 	 	 
	 	 	

	Date of Grant	 	 	 	 	 
	 	 	

	Vesting Commencement Date	 	 	 	 	 
	 	 	

	Number of Shares	 	 	 	 	 
	 	 	

	Exercise Price per Share	 	 	 	 	 
	 	 	

	Total Exercise Price	 	 	 	 	 
	 	 	

	Type of Option	 	 	Incentive Stock Option	 	 
	 	 	
	 	 	 
	 	 	 	Nonstatutory Stock Option	 	 
	 	 	
	 	 	 
	Term/Expiration Date	 	 	 	 	 
	 	 	







Vesting
Schedule: 




        Subject
to accelerated vesting as set forth in this Agreement or in the Plan, this Option shall be exercisable in whole or in part, and shall vest according to the following vesting
schedule, subject also to Participant having been continuously a Service Provider from the Date of Grant through the date such vesting is scheduled to occur: 



20%
of the shares subject to this Option shall vest immediately upon grant, 20% of the shares subject to this Option shall vest upon the one year anniversary of the Vesting Commencement Date, and five
percent (5%) of the remaining shares subject to this Option shall vest on the last day of each three (3) month period following thereafter. 


Post-Termination
Exercisability Period: 




        If
Participant ceases to be a Service Provider without cause, this Option shall be exercisable for the earlier to occur of (i) twelve (12) months after the date Participant
ceases to be a Service Provider or (ii) 190 days after the Registration Date; provided, however, that if the termination of Participant's relationship as a
Service Provider occurs subsequent to the 100 day anniversary of the Registration Date, this Option shall be exercisable for three (3) months following the termination of Participant's
relationship as a Service Provider. If Participant ceases to be a Service Provider by reason of Participant's death or Disability, this Option may be exercised for twelve (12) months after the 


1







 

termination
of Participant's relationship as a Service Provider. In no event may Participant exercise this Option after the Term/Expiration Date as provided above. 



Accelerated
Vesting: 




        Upon
the occurrence of a Change of Control, 50% of the unvested portion of this Option shall immediately vest and become exercisable in full. In the event of (i) a material
diminution of Participant's duties as a Service Provider, (ii) a material change in the geographic location at which the Service Provider must perform services, or (iii) termination of
Participant's relationship as a Service Provider without cause within six (6) months prior to or twelve (12) months after such Change of Control, the remaining unvested portion of this
Option shall immediately vest. 


II.    TERMS AND CONDITIONS OF STOCK OPTION GRANT  


        1.     Grant
of Option.    The Committee hereby grants to the Participant named in Section I herein this Option to purchase the
Number of Shares of Common Stock as set forth in Section I herein, at the Exercise Price per Share set forth in Section I herein, and subject to the terms and conditions of this
Agreement and the Plan, which is incorporated herein by reference. 


        If
designated in Section I herein as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the
Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Section 422(d) of the Code, this Option shall be treated as a Nonstatutory Stock Option ("NSO"). 


        2.     Vesting
Schedule.    Except as provided in Section II.3 of this Agreement, the Option shall vest in accordance with the
Vesting Schedule set forth in Section I of this Agreement. Any portion of the Option scheduled to vest on a certain date or upon the occurrence of a certain condition shall not vest in
Participant in accordance with any of the provisions of this Agreement unless Participant will have been continuously a Service Provider from the Date of Grant through the date such vesting is
scheduled to occur. 


        3.     Acceleration
of Vesting.    The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of
the balance, of the unvested Option at any time, subject to the terms of the Plan. If so accelerated, such balance or such portion of the balance of the Option shall be considered as having vested as
of the date or upon the occurrence of the condition specified by the Committee. 


        4.     Exercise
of Option. 



        a.     Right
to Exercise.    This Option shall be exercisable only within its term as set out in Section I of this Agreement, and
may be exercised during such term only in accordance with the Vesting Schedule and with the applicable provisions of the Plan and this Agreement. 


        b.     Method
of Exercise.    This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A
(the "Exercise Notice") which shall state the election to exercise the Option, the number of shares of Common Stock with respect to which the Option is being exercised (the "Exercised Shares"), and
such other representations and agreements as may be required by the Company. The Exercise Notice shall be completed by Participant and delivered to the Company. The Exercise Notice shall be
accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding pursuant to Section II.6 of this Agreement. This Option shall be
deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price. 


        c.     Additional
Conditions to Issuance of Stock.    This Option may not be exercised until such time as the Plan has been approved by
the shareholders of the Company. No shares shall be issued 



2







 




pursuant
to the exercise of an Option unless such issuance and such exercise complies with all applicable U.S. federal and state laws, the requirements of any stock exchange or quotation system on
which the Common Stock is listed or quoted, and the applicable laws of any other jurisdiction where Options are granted under the Plan. Assuming such compliance, for income tax purposes the Exercised
Shares shall be considered transferred to Participant on the date on which the Option is exercised with respect to such shares. 




        5.     Participant's
Representations.    In the event the Common Stock of the Company has not been registered under the Securities Act of
1933, as amended, at the time this Option is exercised, Participant shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his
or her Investment Representation Statement in the form attached hereto as Exhibit B. 


        6.     Lock-Up
Period.    Participant hereby agrees that, if so requested by the Company or any representative of the
underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the Securities Act, Participant shall not sell or otherwise
transfer any shares of Common Stock or other securities of the Company during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed
to in writing by the Company) (the "Market Standoff Period") following the effective date of a registration statement of the Company filed under the Securities Act. Such restriction shall apply only
to the first registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public
offering under the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff
Period. 


        7.     Method
of Payment.    Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the
election of Participant: 



        a.     cash
or check; 


        b.     surrender
of other shares of Common Stock which (i) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised
Shares, and (ii) are Mature Shares not subject to any pledge or other security interest; 



        c.     with
the consent of the Committee, consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or 


        d.     with
the consent of the Committee, by means of a net exercise procedure approved by the Committee in connection with the Plan. 




        8.     Non-Transferability
of Option.    This Option may not be transferred in any manner otherwise than by will or by the
laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant. If Participant is deceased, this Option may be exercised by Participant's designated
beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant's estate, and any distribution or delivery to be made to Participant under this Agreement shall be
made to such transferee, provided that such transferee must furnish the Company with (a) written notice of his or her status as transferee and (b) evidence satisfactory to the Company to
establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer. The terms of the Plan and this Agreement shall be binding upon the executors,
administrators, heirs, successors, and assigns of Participant. 


        9.     Withholding
of Taxes.    Notwithstanding any contrary provision of this Agreement, no shares shall be issued to Participant
pursuant to the exercise of this Option unless and until satisfactory arrangements (as determined by the Committee) will have been made by Participant with respect to the payment of income,
employment, and other taxes which the Company determines must be withheld 


3







 



with
respect to such shares. To the extent determined appropriate by the Company in its discretion, it shall have the right (but not the obligation) to satisfy any tax withholding obligations by
reducing the number of shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the
time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver shares if such withholding amounts are not delivered at the
time of exercise. 


        10.   Notice
of Disqualifying Disposition of ISO Shares.    If the Option granted to Participant herein is an ISO, and if Participant
sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two years after the Date of Grant, or (ii) the date one year after
the date of exercise, Participant shall immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on
the compensation income recognized by Participant. 


        11.   Code
Section 409A.    Under Code Section 409A, an option that was granted with a per share exercise price that is
determined by the Internal Revenue Service (the "IRS") to be less than the Fair Market Value of a share on the date of grant (a "Discount Option") may be considered "deferred compensation." A Discount
Option may result in adverse tax consequences, including (i) income recognition by the option grantee prior to the exercise of the option, (ii) an additional twenty percent (20%) federal
income tax, and (iii) potential penalty and interest charges. The Discount Option may also result in additional state income, penalty, and interest charges to the grantee. Participant
acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the Exercise Price per Share of this Option equals or exceeds the fair market value of a share on the Date of
Grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with an Exercise Price per Share that was less than the fair market value of a share on the Date
of Grant, Participant shall be solely responsible for Participant's costs related to such a determination. 


        12.   Rights
as Stockholder.    Neither Participant nor any person claiming under or through Participant shall have any of the rights or
privileges of a stockholder of the Company in respect of any shares deliverable under this Option unless and until such shares will have been issued, recorded on the records of the Company or its
transfer agents or registrars, and delivered to Participant. After such issuance, recordation, and delivery, Participant shall have all the rights of a stockholder of the Company with respect to
voting such shares and receipt of dividends and distributions on such shares. 


        13.   No
Guarantee of Continued Service.    PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY OR AN AFFILIATE, AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION, OR ACQUIRING SHARES
HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER, AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT'S RIGHT OR THE COMPANY'S (OR AN
AFFILIATE'S) RIGHT TO TERMINATE PARTICIPANT'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 


        14.   Address
for Notices.    Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company
at Internet Brands, Inc., 909 N. Sepulveda Blvd., 11th Floor, El Segundo, CA 90245, or at such other address as the Company may hereafter designate in writing. 


4







 



        15.   Electronic
Delivery.    The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under
the Plan or future Options that may be awarded under the Plan by electronic means or request Participant's consent to participate in the Plan by electronic means. Participant hereby consents to
receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or a third party
designated by the Company. 


        16.   Plan
Governs.    This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern. Capitalized terms used but not defined in this Agreement shall have the meaning set forth
in the Plan. 


        17.   Amendment,
Suspension, or Termination of the Plan.    Participant understands that the Plan is discretionary in nature and may be
amended, suspended, or terminated by the Company at any time. 


        18.   Committee
Authority.    Subject to the limitations of the Plan, the Committee shall have the power to interpret the Plan and this
Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited
to, the determination of whether or to what degree the Option has vested). All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding
upon Participant, the Company, and all other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect
to the Plan or this Agreement. 


        19.   Captions.    Captions
provided herein are for convenience only and are not to serve as a basis for interpretation or construction
of this Agreement. 


        20.   Severability.    In
the event that any provision in this Agreement will be held invalid or unenforceable, such provision shall be
severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement. 



        21.   Entire
Agreement.    This Agreement, the Plan as incorporated by reference, the Stock Option Exercise Notice, and the Investment
Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company
and Participant with respect to the subject matter hereof, and may not be modified adversely to Participant's interest except by means of a writing signed by the Company and Participant. Participant
expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. 



        22.   Governing
Law.    This Agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of
California. For purposes of litigating any dispute that arises under this Option or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree
that such litigation shall be conducted in the courts of Los Angeles County, California, or the federal courts of the United States for the Central District of California, and no other courts. 


[Signatures appear on next page.]


5







 

        Participant
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of
the terms and provisions thereof. Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and
fully understands all provisions of the Agreement. Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee upon any questions arising
under the Plan or this Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. 



	PARTICIPANT	 	INTERNET BRANDS, INC.
	

 	
 	

 
	

 	
 	

 
	

 	
 	

 
	
	 	
 By
	

 	
 	

 
	 	 	
 Title
	

 	
 	

 
	 	 	Internet Brands, Inc.

909 N. Sepulveda Blvd., 11th Floor

El Segundo, CA 90245




6








  



 
 

EXHIBIT A  
    
    2007 EQUITY PLAN
  STOCK OPTION EXERCISE NOTICE    
    


Internet
Brands, Inc.

909 N. Sepulveda Blvd., 11th Floor

El Segundo, CA 90245 


        1.     Exercise
of Option.    Effective as of today,                        , the undersigned Participant hereby elects to
exercise Participant's
option to purchase                        shares (the "Shares") of the Common Stock of Internet Brands, Inc. (the "Company")
under and pursuant to the 2007 Equity Plan (the "Plan") and the Stock
Option Agreement between Participant and the Company dated                        (the "Agreement"). 


        2.     Delivery
of Payment.    Purchaser herewith delivers to the Company the full purchase price of the Shares and any required tax
withholding to be paid in connection with the exercise of the Option, as set forth in the Agreement. 



        3.     Representations
of Participant.    Participant acknowledges that Participant has received, read, and understood the Plan and the
Agreement and agrees to abide by and be bound by their terms and conditions. 


        4.     Rights
as Shareholder.    Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the optioned stock, notwithstanding the
exercise of the Option. The Shares shall be issued to Participant as soon as practicable after the Option is exercised. No adjustment shall be made for a dividend or other right for which the record
date is prior to the date of issuance, except as provided in Section 12 of the Plan. 


        5.     Company's
Right of First Refusal.    Before any Shares held by Participant or any transferee (either being sometimes referred to
herein as the "Holder") may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares
on the terms and conditions set forth in this Section 5 (the "Right of First Refusal"). 



        a.     Notice
of Proposed Transfer.    The Holder of the Shares shall deliver to the Company a written notice (the "Notice") stating:
(i) the Holder's bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the
number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the "Offered
Price"), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). 



        b.     Exercise
of Right of First Refusal.    At any time within thirty (30) days after receipt of the Notice, the Company and/or
its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at
the purchase price determined in accordance with paragraph (c) of this Section 5. 


        c.     Purchase
Price.    The purchase price ("Purchase Price") for the Shares purchased by the Company or its assignee(s) under this
Section 5 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the
Committee in good faith. 



1







 




        d.     Payment.    Payment
of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by
cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within
thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice. 


        e.     Holder's
Right to Transfer.    If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not
purchased by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at
a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any
applicable securities laws, and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed
Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a
new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise
transferred. 


        f.      Exception
for Certain Family Transfers.    Anything to the contrary contained in this Section 5 notwithstanding, the
transfer of any or all of the Shares during Participant's lifetime without consideration or pursuant to a domestic relations order, or on Participant's death by will or intestacy, to Participant's
immediate family or to a trust solely for the benefit of Participant and his or her immediate family shall be exempt from the provisions of this Section 5. "Immediate family" as used herein
shall mean spouse, former spouse, child, grandchild, parent, grandparent, brother, or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject
to the provisions of this Section 5, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 5. 


        g.     Termination
of Right of First Refusal.    The Right of First Refusal shall terminate as to any Shares upon the first sale of Common
Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as
amended. 




        6.     Tax
Consultation.    Participant understands that Participant may suffer adverse tax consequences as a result of Participant's
purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant deems advisable in connection with the purchase or disposition of the
Shares and that Participant is not relying on the Company for any tax advice. 


        7.     Restrictive
Legends and Stop-Transfer Orders.    



        a.     Legends.    Participant
understands and agrees that the Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: 



        THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED
UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE, OR TRANSFER, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH. 




2







 


        THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE
NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE
BINDING ON TRANSFEREES OF THESE SHARES. 




        b.     Stop
Transfer Notices.    Participant agrees that, in the case of any uncertificated Shares issued pursuant to a direct
registration system adopted by the Company (and, at the discretion of the Company, in the case of any Shares evidenced by certificates), the Company shall issue appropriate stop transfer instructions
to its transfer agent, if any, and that, if the Company transfers its own securities, it shall make appropriate notations to the same effect in its own records, in order to ensure compliance with the
restrictions referred to herein. 


        c.     Refusal
to Transfer.    The Company shall not be required (i) to transfer on its books any Shares that have been sold or
otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other
transferee to whom such Shares shall have been so transferred. 




        8.     Successors
and Assigns.    The Company may assign any of its rights under this Agreement to single or multiple assignees, and this
Agreement shall inure to the benefit of this successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his
or her heirs, executors, administrators, successors, and assigns. 


        9.     Interpretation.    Any
dispute regarding the interpretation of this Agreement shall be submitted by Participant or by the Company
forthwith to the Committee which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Committee made in good faith shall be final and binding on all parties. 


        10.   Governing
Law.    This Agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of
California. For purposes of litigating any dispute that arises under this Option or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree
that such litigation shall be conducted in the courts of Los Angeles County, California, or the federal courts of the United States for the Central District of California, and no other courts. 


        11.   Entire
Agreement.    The Plan and Agreement are incorporated herein by reference. This Stock Option Exercise Notice, the Plan, the
Agreement, and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to Participant's interest except by means of a writing signed by the Company
and Participant. 


[Signatures appear on next page.]


3







 


	Submitted by:	 	Accepted by:
	

PARTICIPANT:	
 	

INTERNET BRANDS, INC.
	

 	
 	

 
	

	
 	

 By
	

 	
 	

 Title
	

 	
 	

Address:
	

 	
 	

909 N. Sepulveda Blvd., 11th Floor

El Segundo, CA 90245
	

 	
 	

 
	

 	
 	

 Date Received
	

 	
 	

 




4







 
 
 

EXHIBIT B  
    
    2007 EQUITY PLAN
  INVESTMENT REPRESENTATION STATEMENT    
    



	PARTICIPANT:	                                        
        	 
	

COMPANY:	

Internet Brands, Inc.	

 
	

SECURITIES:	

Common Stock	

 
	

AMOUNT:	

                                  shares	

 
	

DATE:	

                                         
       	

 





        In
connection with the purchase of the above-listed Securities, the undersigned Participant represents to the Company the following: 


        1.     Participant
is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant's own account only and not with a view to, or for resale in connection with,
any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). 



        2.     Participant
acknowledges and understands that the Securities constitute "restricted securities" under the Securities Act and have not been registered under the Securities
Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Participant's investment intent as expressed herein. In this connection,
Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant's representation was predicated solely
upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of
the Securities, or for a period of one year or any other fixed period in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently
registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the
Securities. Participant understands that any certificate evidencing the Securities will be imprinted with a legend prohibiting the transfer of the Securities unless they are registered or such
registration is not required in the opinion of counsel satisfactory to the Company, a legend prohibiting their transfer without the consent of the Commissioner of Corporations of the State of
California, and any other legend required under applicable state securities laws. 



        3.     Participant
is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public
resale of "restricted securities" acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701
provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to Participant, the exercise will be exempt from registration under the Securities Act. In the event
the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market
stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144,
including: (1) the resale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities
Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about the Company, (3) the amount of 


5







 



Securities
being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable. 



        4.     In
the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited
circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were sold by the Company or the date
the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who
subsequently holds the Securities less than two years, the satisfaction of the conditions set forth in clauses (1), (2), (3) and (4) of Section 3 herein. 



        5.     Participant
further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act,
compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the
Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective
brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other registration exemption will be available in such
event. 



	 	 	Signature of Participant:
	

 	
 	

 	

 
	 	 	

	

 	
 	

 	

 
	 	 	Date:	 
	 	 	 	





6








  



 
 

INTERNET BRANDS, INC.
  
    2007 EQUITY PLAN
  
    RESTRICTED STOCK AGREEMENT    
    


        Unless otherwise defined herein, the terms defined in the Internet Brands, Inc. 2007 Equity Plan (the "Plan") shall have the same defined meanings in this
Restricted Stock Agreement (the "Agreement"). 


I.    NOTICE OF RESTRICTED STOCK GRANT  



	Participant:	 	    
	 	 
	

Address:	
 	

    
	
 	

 
	

 	
 	

    
	
 	

 





        The
above named Participant has been granted an Award of Restricted Stock of the Company, subject to the terms and conditions of the Plan and this Agreement, as follows: 



	Grant Number	 	    

	Date of Grant	 	    

	Vesting Commencement Date	 	    

	Number of Shares	 	    






        Vesting
Schedule: 


        Subject
to accelerated vesting as set forth in this Agreement or in the Plan, the Restricted Stock shall vest according to the following vesting schedule, subject also to Participant
having been continuously a Service Provider from the Date of Grant through the date such vesting is scheduled to occur: 



20%
of the shares granted shall vest immediately upon grant, 20% of the shares granted shall vest upon the one year anniversary of the Vesting Commencement Date, and five percent (5%) of the remaining
shares granted shall vest on the last day of each three (3) month period following thereafter. 




        Accelerated
Vesting: 


        Upon
the occurrence of a Change of Control, 50% of the unvested shares shall immediately vest. In the event of a (i) material diminution of Participant's duties as a Service
Provider, (ii) a material change in the geographic location at which the Service Provider must perform services, or (iii) termination of Participant's relationship as a Service Provider
without cause within six (6) months prior to or twelve (12) months after such Change of Control, the remaining unvested shares shall immediately vest. 


II.    TERMS AND CONDITIONS OF RESTRICTED STOCK GRANT  


        1.     Grant
of Restricted Stock.    The Committee hereby grants to the Participant named in Section I herein, for past services
and as a separate incentive in connection with his or her services and not in lieu of any salary or other compensation for his or her services, the Number of Shares of 


1







 



Restricted
Stock (the "Shares") as set forth in Section I herein, subject to the terms and conditions of this Agreement and the Plan, which is incorporated herein by reference. 


        2.     Escrow
of Shares. 



        a.     All
Shares awarded by this Agreement shall, upon execution of this Agreement, be delivered to and deposited with an escrow holder designated by the Company (the "Escrow
Holder"). The Shares shall be held by the Escrow Holder until such time as the Shares vest or the date Participant ceases to be a Service Provider. 


        b.     The
Escrow Holder shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow while acting in good faith and in the exercise of
its judgment. 


        c.     Upon
the termination of Participant's relationship as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, shall take
all steps necessary to accomplish the transfer of the unvested Shares to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful
attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant, to take any action and execute all documents and instruments, including without
limitation stock powers which may be necessary to transfer such unvested Shares to the Company upon such termination. 


        d.     The
Escrow Holder shall take all steps necessary to accomplish the transfer of Shares to Participant after they vest following Participant's request that the Escrow
Holder do so. 


        e.     Except
as otherwise provided in this Agreement or the Plan, Participant shall have all the rights of a stockholder with respect to the Shares while they are held in
escrow, including without limitation the right to vote such Shares. 




        3.     Vesting
Schedule.    Except as provided in Section II.4 and subject to Section II.5 of this Agreement, the Shares
awarded by this Agreement shall vest in accordance with the Vesting Schedule set forth in Section I herein. Shares scheduled to vest on a certain date or upon the occurrence of a certain
condition shall not vest in Participant in accordance with any of the provisions of this Agreement unless Participant will have been continuously a Service Provider from the Date of Grant through the
date such vesting is scheduled to occur. 


        4.     Acceleration
of Vesting.    The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of
the balance, of the unvested Shares at any time, subject to the terms of the Plan. If so accelerated, such Shares shall be considered as having vested as of the date or upon the occurrence of the
condition specified by the Committee. 


        5.     Forfeiture
upon Termination of Status as a Service Provider.    Notwithstanding any contrary provision of this Agreement, the
balance of the Shares that have not vested at the time of the termination of Participant's relationship as a Service Provider for any reason shall be forfeited and automatically transferred to and
reacquired by the Company at no cost to the Company upon the date of such termination, and Participant shall have no further rights thereunder. 


        6.     Dividends.    Any
cash dividends, additional shares of Common Stock, other securities of the Company, or other property distributed
with respect to the Shares prior to the date the Shares vest shall be subject to the same restrictions, terms, and conditions as the Shares under this Agreement and the Plan, including without
limitation the provisions of this Agreement relating to vesting, forfeiture, escrow, and, with respect to shares or other securities of the Company, transferability. 


        7.     Withholding
of Taxes.    Notwithstanding any contrary provision of this Agreement, no Shares shall be released from the escrow
established pursuant to Section II.2 of this Agreement unless and until satisfactory arrangements (as determined by the Committee) will have been made by Participant 


2







 



with
respect to the payment of income, employment, and other taxes which the Company determines must be withheld with respect to such Shares. To the extent determined appropriate by the Company in its
discretion, it shall have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to
make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections II.3 and
II.4 of this Agreement, Participant acknowledges and agrees that Participant shall permanently forfeit such Shares and such Shares shall be returned to the Company at no cost to the Company. 


        8.     Additional
Conditions to Release from Escrow.    The Company shall not be required to issue any Shares hereunder or to release such
Shares from the escrow established pursuant to Section II.2 of this Agreement unless such issuance or release complies with all applicable U.S. federal and state laws, the requirements of any
stock exchange or quotation system on which the Common Stock is listed or quoted, and the applicable laws of any other jurisdiction where Shares are granted under the Plan. 



        9.     Changes
in Capital Structure.    In the event of any stock dividend, stock split, reverse stock split, recapitalization,
reclassification, reorganization, merger, consolidation, separation, combination, exchange, spin-off, liquidation, other substantial distribution of the assets of the Company, or other
relevant corporate transaction or change in capitalization occurring after the Date of Grant and affecting the Shares of Restricted Stock, the Shares shall be increased, reduced, or otherwise changed
as to the number or kind of share in the same manner as other shares of Common Stock outstanding. If by virtue of any such change Participant shall in his or her capacity as owner of unvested Shares
be entitled to new or additional or different shares of stock, cash, or securities (other than rights or warrants to purchase securities), such new or additional or different shares, cash, or
securities shall thereupon be considered to be unvested Shares of Restricted Stock and shall be subject to all of the conditions and restrictions which were applicable to the unvested Shares pursuant
to this Agreement. If Participant receives rights or warrants with respect to any unvested Shares, such rights or warrants may be held or exercised by Participant, provided that until such exercise
any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants shall be considered to be unvested Shares of Restricted Stock and
shall be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Agreement. Subject to the terms of the Plan, the Committee
in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash, securities, rights or warrants to purchase securities or
shares, or other securities acquired by the exercise of such rights or warrants. 


        10.   Participant's
Representations.    In the event the Common Stock of the Company has not been registered under the Securities Act of
1933, as amended, on the Date of Grant, Participant shall, if required by the Company, deliver to the Company his or her Investment Representation Statement in the form attached hereto as
Exhibit A. 


        11.   Lock-Up
Period.    Participant hereby agrees that, if so requested by the Company or any representative of the
underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the Securities Act, Participant shall not sell or otherwise
transfer any shares of Common Stock or other securities of the Company during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed
to in writing by the Company) (the "Market Standoff Period") following the effective date of a registration statement of the Company filed under the Securities Act. Such restriction shall apply only
to the first registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public
offering under the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff
Period. 


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        12.   Non-Transferability
of Unvested Restricted Stock.    The unvested Shares subject to this Agreement may not be
transferred in any manner otherwise than by will or by the laws of descent or distribution. If Participant is deceased, any distribution or delivery to be made to Participant under this Agreement
shall be made to Participant's designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant's estate. Any such transferee must furnish the Company
with (a) written notice of his or her status as transferee and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or
regulations pertaining to said transfer. The terms of the Plan and this Agreement shall be binding upon the executors, administrators, heirs, successors, and assigns of Participant. Upon any attempt
to transfer, assign, pledge, hypothecate, or otherwise dispose of any unvested Shares subject to this Agreement, or any right or privilege conferred hereby, or upon any attempted sale under any
execution, attachment, or similar process, this Agreement and the rights and privileges conferred hereby immediately shall become null and void. 



        13.   Company's
Right of First Refusal.    Before any Shares held by Participant or any transferee (either being sometimes referred to
herein as the "Holder") may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase such
Shares on the terms and conditions set forth in this Section II.13 (the "Right of First Refusal"). 



        a.     Notice
of Proposed Transfer.    The Holder of the Shares shall deliver to the Company a written notice (the "Notice") stating:
(i) the Holder's bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the
number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the "Offered
Price"), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). 


        b.     Exercise
of Right of First Refusal.    At any time within thirty (30) days after receipt of the Notice, the Company and/or
its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at
the purchase price determined in accordance with paragraph (c) of this Section II.13. 


        c.     Purchase
Price.    The purchase price ("Purchase Price") for the Shares purchased by the Company or its assignee(s) under this
Section II.13 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by
the Committee in good faith. 


        d.     Payment.    Payment
of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by
cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within
thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice. 


        e.     Holder's
Right to Transfer.    If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not
purchased by the Company and/or its assignee(s) as provided in this Section II.13, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or
at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any
applicable securities laws, and that the Proposed Transferee agrees in writing that the provisions of this Section II.13 shall continue to apply to the Shares in the hands of such Proposed
Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the 



4







 




Company,
and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. 


        f.      Exception
for Certain Family Transfers.    Anything to the contrary contained in this Section II.13 notwithstanding, and
subject to Section II.12 of this Agreement, the transfer of any or all of the Shares during Participant's lifetime without consideration or pursuant to a domestic relations order, or on
Participant's death by will or intestacy, to Participant's immediate family or to a trust solely for the benefit of Participant's immediate family shall be exempt from the provisions of this
Section II.13. "Immediate family" as used herein shall mean spouse, former spouse, child, grandchild, parent, grandparent, brother, or sister. In such case, the transferee or other recipient
shall receive and hold the Shares so transferred subject to the provisions of this Section II.13, and there shall be no further transfer of such Shares except in accordance with the terms of
this Section II.13. 


        g.     Termination
of Right of First Refusal.    The Right of First Refusal shall terminate as to any Shares upon the first sale of Common
Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as
amended. 




        14.   Restrictive
Legends and Stop-Transfer Orders. 



        a.     Legends.    Participant
understands and agrees that the Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: 



        THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED
UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE, OR TRANSFER, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH. 


        THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE
RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF
FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES. 




        b.     Stop
Transfer Notices.    Participant agrees that, in the case of any uncertificated Shares issued pursuant to a direct
registration system adopted by the Company (and, at the discretion of the Company, in the case of any Shares evidenced by certificates), the Company shall issue appropriate stop transfer instructions
to its transfer agent, if any, and that, if the Company transfers its own securities, it shall make appropriate notations to the same effect in its own records, in order to ensure compliance with the
restrictions referred to herein. 


        c.     Refusal
to Transfer.    The Company shall not be required (i) to transfer on its books any Shares that have been sold or
otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other
transferee to whom such Shares shall have been so transferred. 



5







 





        15.   Rights
as Stockholder.    Neither Participant nor any person claiming under or through Participant shall have any of the rights or
privileges of a stockholder of the Company in respect of any Shares granted under this Agreement unless and until such Shares will have been issued and recorded on the records of the Company or its
transfer agents or registrars. Except as otherwise provided in this Agreement or the Plan, after such issuance and recordation, Participant shall have all the rights of a stockholder with respect to
the Shares, including without limitation the right to vote such Shares. 


        16.   No
Guarantee of Continued Service.    PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES OF RESTRICTED STOCK PURSUANT
TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY OR AN AFFILIATE, AND NOT THROUGH THE ACT OF BEING HIRED OR BEING GRANTED SHARES HEREUNDER.
PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER, AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT'S RIGHT OR THE COMPANY'S (OR AN AFFILIATE'S) RIGHT TO
TERMINATE PARTICIPANT'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 


        17.   Successors
and Assigns.    The Company may assign any of its rights under this Agreement to single or multiple assignees, and this
Agreement shall inure to the benefit of this successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his
or her heirs, executors, administrators, successors, and assigns. 


        18.   Address
for Notices.    Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company
at Internet Brands, Inc., 909 N. Sepulveda Blvd., 11th Floor, El Segundo, CA 90245, or at such other address as the Company may hereafter designate in writing. 


        19.   Electronic
Delivery.    The Company may, in its sole discretion, decide to deliver any documents related to the Shares or future
Awards of Restricted Stock under the Plan by electronic means or request Participant's consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by
electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or a third party designated by the Company. 


        20.   Plan
Governs.    This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern. Capitalized terms used but not defined in this Agreement shall have the meaning set forth
in the Plan. 


        21.   Amendment,
Suspension, or Termination of the Plan.    Participant understands that the Plan is discretionary in nature and may be
amended, suspended, or terminated by the Company at any time. 


        22.   Committee
Authority.    Subject to the limitations of the Plan, the Committee shall have the power to interpret the Plan and this
Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited
to, the determination of whether or to what degree the Shares have vested). All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding
upon Participant, the Company, and all other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect
to the Plan or this Agreement. 


6







 



        23.   Interpretation.    Any
dispute regarding the interpretation of this Agreement shall be submitted by Participant or by the Company
forthwith to the Committee which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Committee made in good faith shall be final and binding on all parties. 



        24.   Captions.    Captions
provided herein are for convenience only and are not to serve as a basis for interpretation or construction
of this Agreement. 


        25.   Severability.    In
the event that any provision in this Agreement will be held invalid or unenforceable, such provision shall be
severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement. 


        26.   Entire
Agreement.    This Agreement, the Plan as incorporated by reference, and the Investment Representation Statement constitute
the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the
subject matter hereof, and may not be modified adversely to Participant's interest except by means of a writing signed by the Company and Participant. Participant expressly warrants that he or she is
not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. 


        27.   Governing
Law.    This Agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of
California. For purposes of litigating any dispute that arises under this Option or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree
that such litigation shall be conducted in the courts of Los Angeles County, California, or the federal courts of the United States for the Central District of California, and no other courts. 


[Signatures appear on next page.]


7







 

        Participant
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of
the terms and provisions thereof. Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and
fully understands all provisions of the Agreement. Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee upon any questions arising
under the Plan or this Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. 


 



	PARTICIPANT	 	INTERNET BRANDS, INC.
	 	 	 
	 	 	 
	
	 	
 By
	 	 	 
	 	 	 
	 	 	
 Title
	 	 	 
	 	 	Internet Brands, Inc.

909 N. Sepulveda Blvd., 11th Floor

El Segundo, CA 90245
	    	 	 




8







 
  
 

    EXHIBIT A  
    


 
 

2007 EQUITY PLAN
  INVESTMENT REPRESENTATION STATEMENT    
    


 



	PARTICIPANT:	 	    
	 
	

COMPANY:	
 	

Internet Brands, Inc.	

 
	

SECURITIES:	
 	

Common Stock	

 
	

AMOUNT:	
 	

    
	

shares
	

DATE:	
 	

    
	

 





        In connection with the acquisition of the above-listed Securities, the undersigned Participant represents to the Company the following: 


        1.     Participant
is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant's own account only and not with a view to, or for resale in connection with,
any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). 



        2.     Participant
acknowledges and understands that the Securities constitute "restricted securities" under the Securities Act and have not been registered under the Securities
Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Participant's investment intent as expressed herein. In this connection,
Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant's representation was predicated solely
upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of
the Securities, or for a period of one year or any other fixed period in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently
registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the
Securities. Participant understands that any certificate evidencing the Securities will be imprinted with a legend prohibiting the transfer of the Securities unless they are registered or such
registration is not required in the opinion of counsel satisfactory to the Company, a legend prohibiting their transfer without the consent of the Commissioner of Corporations of the State of
California, and any other legend required under applicable state securities laws. 



        3.     Participant
is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public
resale of "restricted securities" acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701
provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to Participant, the exercise will be exempt from registration under the Securities Act. In the event
the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market
stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the 


9







 



satisfaction
of certain of the conditions specified by Rule 144, including: (1) the resale being made through a broker in an unsolicited "broker's transaction" or in transactions
directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about the
Company, (3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a
Form 144, if applicable. 


        4.     In
the event that the Company does not qualify under Rule 701 at the time of grant of the Securities, then the Securities may be resold in certain limited
circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities were acquired from the Company or from
an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the
Securities less than two years, the satisfaction of the conditions set forth in clauses (1), (2), (3) and (4) of Section 3 herein. 



        5.     Participant
further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act,
compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the
Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective
brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other registration exemption will be available in such
event. 


 



	 	 	Signature of Participant:
	

 	
 	


	

 	
 	

Date:	

    

	    	 	 	 




10











QuickLinks



Exhibit 10.1



INTERNET BRANDS, INC. 2007 EQUITY PLAN STOCK OPTION AGREEMENT


EXHIBIT A 2007 EQUITY PLAN STOCK OPTION EXERCISE NOTICE

EXHIBIT B 2007 EQUITY PLAN INVESTMENT REPRESENTATION STATEMENT


INTERNET BRANDS, INC. 2007 EQUITY PLAN RESTRICTED STOCK AGREEMENT

EXHIBIT A

2007 EQUITY PLAN INVESTMENT REPRESENTATION STATEMENT