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Exhibit 10.6  


 
 

CREDITCARDS.COM, INC. (FORMERLY CCCI HOLDINGS, INC.)
  NOTICE OF GRANT OF STOCK OPTION    
    


        The Participant has been granted an option (the "Option") to purchase certain shares of Common Stock of CreditCards.com, Inc., pursuant to the
CreditCards.com 2007 Equity Incentive Plan (the "Plan"), as follows: 



	Participant:	 	 
	

Date of Grant:	
 	

 
	

Number of Shares:	
 	

 
	

Exercise Price:	
 	

 
	

Initial Vesting Date:	
 	

 
	

Option Expiration Date:	
 	

The date ten (10) years after the Date of Grant
	

Tax Status of Option:	
 	

 
	

Vested Shares:	
 	

Except as provided in the CreditCards.com 2007 Equity Incentive Plan Stock Option Agreement (the "Agreement"), the number of vested Shares (disregarding any resulting fractional share) as of any date is determined by multiplying the number of Shares
by the "Vested Ratio" determined as of such date as follows:





	 
	 	 
	 	Vested

Ratio

	 	 	Prior to initial vesting date	 	 
	

 	
 	

On initial vesting date, provided the Participant's Service has not terminated prior to such date	
 	

 
	

 	
 	
Plus	
 	

 
	

 	
 	

For each additional full month of the Participant's continuous Service from initial vesting date until the Vested Ratio equals 1/1, an additional	
 	

 






The
exercise price represents an amount the Company believes to be no less than the fair market value of a share of Stock as of the Date of Grant, determined in good faith in compliance with the
requirements of Section 409A of the Code. However, there is no guarantee that the Internal Revenue Service will agree with the Company's determination. A subsequent IRS determination that the
exercise price is less than such fair market value could result in adverse tax consequences to the Participant. By signing below, the Participant agrees that the Company, its directors, officers and
shareholders shall not be held liable for any tax, penalty, interest or cost incurred by the Participant as a result of such determination by the IRS. The Participant is urged to consult with his or
her own tax advisor regarding the tax consequences of the Option, including the application of Section 409A. 


By
their signatures below, the Company and the Participant agree that the Option is governed by this Notice of Stock Option Grant and by the provisions of the Plan and the Agreement, both of which are
attached to and made a part of this document. The Participant acknowledges receipt of copies of the 







 



Plan
and the Agreement, represents that the Participant has read and is familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions. 



	CREDITCARDS.COM, INC.	 	PARTICIPANT
	    	 	 	 	 
	By:	    
	 	    
 Signature
	

Its:	

    
	
 	

 	

 
	

Address:	

13809 Research Blvd.

Suite 906

Austin, Texas 78750	
 	

Address:	

    


    





ATTACHMENTS:
2007 Equity Incentive Plan and Stock Option Agreement. 


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CREDITCARDS.COM, INC.    
    
    2007 EQUITY INCENTIVE PLAN
  STOCK OPTION AGREEMENT    
    



        THIS STOCK OPTION AGREEMENT (the "Agreement") dated on the grant date as stated in the Notice of Stock Option Grant ("Grant Date") between
CreditCards.com, Inc., a Delaware corporation (the "Company"), and the employee, director or consultant as stated in the Notice of Stock Option Grant ("Optionee"), is entered into as follows: 


 
 

WITNESSETH:    
    


        WHEREAS, the Company has established the 2007 Equity Incentive Plan (the "Plan"); and 



        WHEREAS,
the Compensation Committee of the Board of Directors of the Company or its delegates (the "Committee") has determined that Optionee shall be granted an option under the Plan as
hereinafter set forth; 


        The
parties hereby agree that the Company grants, effective as of the Grant Date, Optionee an Option (this "Option") to purchase the number of shares of its $0.001 par value Common Stock
as stated in the Notice of Stock Option Grant (the "Shares") upon the terms and conditions set forth in this Agreement. 


        1.     Plan Award.    This Option is granted under and pursuant to the Plan and is subject to each and all of the
provisions thereof. If this Option is designated as an Incentive Stock Option, it is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Internal Revenue Code of
1986, as amended, and to the extent this Option does not qualify as an Incentive Stock Option under Applicable Laws, then it is intended to be and will be treated as a Nonstatutory Stock Option.
Notwithstanding the above, in the event that the Shares subject to this Option (and all other Incentive Stock Options granted to Optionee by the Company or any Subsidiary, including under other plans
of the Company or any Subsidiary) that first become exercisable in any calendar year have an aggregate fair market value (determined for each Share as of the date of grant of the option covering such
Share) in excess of $100,000, this Option shall be treated as a Nonstatutory Stock Option, in accordance with Section 9(b) of the Plan. 



        2.     Exercise Price.    The exercise price applicable to this Option (meaning, the price Optionee must pay in order
to purchase any Shares hereunder) shall be the price per Share as stated in the Notice of Stock Option Grant (the "Grant Notice"). 


        3.     Vesting and Exercise of Option.    Subject to Optionee's not experiencing a Termination of Employment during the
vesting period, Optionee shall vest in and earn the right to exercise this Option as set forth in the Grant Notice. 



        4.     Expiration.    This Option will expire ten (10) years from the Grant Date, unless sooner terminated or
canceled in accordance with the provisions of the Plan. This means that (subject to the continuing service requirement set forth in Section 3 above and subject to earlier termination upon
certain other events as set forth in the Plan) this Option must be exercised, if at all, on or before the exercise date as stated in the Grant Notice (the "Expiration Date"). If this Option expires on
a stock exchange holiday or weekend day, this Option will expire on the last trading day prior to the holiday or weekend. Optionee shall be solely
responsible for exercising this Option, if at all, prior to its Expiration Date. The Company shall have no obligation to notify Optionee of this Option's expiration. 


        5.     Exercise Mechanics.    This Option may be exercised by delivering to the Stock Plan Administrator at the
Company's head office a written or electronic notice stating the number of Shares as to which the Option is exercised or by any other method the Administrator has approved. The notice must be
accompanied by the payment of the full Option exercise price of such Shares. Exercise shall not be deemed to have occurred unless and until Optionee has delivered to the Company (or its authorized
representative) an approved notice of exercise, full payment of the exercise price for the Shares being exercised and payment of any applicable withholding taxes in accordance with Section 8 







 



below.
Payment of the Option exercise price may be (a) in cash (including check or wire transfer); (b) through an approved cashless-brokered exercise program; (c) with other
shares held by Optionee which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised (subject to the Company's
discretion to withhold approval for such payment method at any time); (d) cashless "net exercise" arrangement pursuant to which the Company will reduce the number of Shares issued upon exercise
by the largest whole number of Shares having an aggregate Fair Market Value that does not exceed the aggregate exercise price; provided that the Company shall accept a cash or other payment from
Optionee to the extent of any remaining balance of the exercise price not satisfied by such reduction in the number of whole Shares to be issued; or (e) such other consideration and method of
payment for the issuance of Shares to the extent permissible under Applicable Law; or any combination of the foregoing methods of payment. 


        6.     Termination of Employment.    All rights of Optionee in this Option, to the extent that it has not previously
become vested and been exercised, shall terminate upon Optionee's Termination of Employment except as set forth in this Section 6. The portion of the Option that relates to any Shares that were
unvested and unexercisable as of the date of Optionee's Termination of Employment shall terminate and expire effective immediately upon such date. With respect to the vested and exercisable portion of
the Option, and subject to the final sentence of this Section 6: 



        (i)    In
the event of Termination of Employment other than as a result of Optionee's death or disability, all outstanding Options granted to such Optionee that were vested and
exercisable as of the date of the Optionee's Termination of Employment may be exercised by the Optionee until the earlier of (A) three (3) months following Optionee's Termination of
Employment or (B) the expiration of the term of such Option; 


        (ii)   In
the event of Termination of Employment as a result of Optionee's disability (including a Total and Permanent Disability), Optionee shall have six (6) months
to exercise the Option as to the Shares subject to the Option that were vested and exercisable as of the date of Termination of Employment; 


        (iii)  In
the event of Termination of Employment as a result of Optionee's death, Optionee shall have twelve (12) months following Optionee's death to exercise the
Option as to the Shares subject to the Option that were vested and exercisable as of the date of death; and 




notwithstanding
the above, in no event may an Option be exercised, even as to vested and otherwise exercisable Shares, after the Expiration Date set forth in Section 4 above. 


        7.     Transferability.    This Option generally is not transferable by Optionee otherwise than by will or the laws of
descent and distribution, and is exercisable only by Optionee during Optionee's lifetime; provided however that if and only if this Option is a Nonstatutory Stock Option, it may be transferred by
instrument to an inter vivos or testamentary trust in which the Option is to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or pursuant to domestic relations orders to
"Immediate Family Members" (as defined below) of Optionee. "Immediate Family" means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law (including adoptive relationships), a trust in which these persons have more than fifty percent (50%) of the beneficial interest, a foundation in which these
persons (or Optionee) control the management of assets, and any other entity in which these persons (or Optionee) own more than fifty percent (50%) of the voting interests. 


        8.     Tax Matters.



        (i)    Optionee
is responsible for, and by accepting this Option agrees to bear, all taxes of any nature, including withholding taxes, interest or penalties arising out of the
grant of this Option, the 



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vesting
or exercise of this Option or the subsequent sale of the Shares acquired pursuant to the exercise of this Option, or any violation of Code Section 409A that impacts this Option, that
are legally imposed upon Optionee in connection with this Option, and the Company does not assume, and will not be liable to any party for, any cost or liability arising in connection with such tax
liability legally imposed on Optionee. The Company has not provided any tax advice with respect to this Option or the disposition of the Shares. Optionee should obtain advice from an appropriate
independent professional adviser with respect to the taxation implications of any aspect of this Option, including the grant, vesting or exercise of this Option or the subsequent sale of any Shares. 



        (ii)   In
the event that the Company or the Employee's employer, including any Affiliate or Subsidiary qualified to deduct tax at source (the "Employer"), is required to
withhold any amount (including in connection with income tax, employment or payroll taxes, social security contributions or other similar amounts, with such obligation in aggregate referred to herein
as the "Withholding Obligation") as a result of any event occurring in connection with this Option, the Employee shall make a cash payment to the Company as necessary to cover all applicable
Withholding Obligations at or prior to the time the event giving rise to the Withholding Obligation occurs; provided that (a) the Company has the right to withhold a portion of the Shares
otherwise to be delivered upon exercise of this Option having a Fair Market Value equal to the amount of the Withholding Obligation in accordance with such rules as the Company may from time to time
establish, (b) the Company or the Employer has the right, and the Employee in accepting this grant explicitly authorizes the Company, to deduct an amount equal to the Withholding Obligation
from the Employee's compensation or (c) the Company may establish alternative procedures to ensure satisfaction of all applicable Withholding Obligations arising in connection with this Option.
The Employee will receive a cash refund for any payment of cash or fraction of a surrendered share not necessary to satisfy the Withholding Obligations. 


        (iii)  Optionee
acknowledges and agrees that the ultimate liability for any tax-related item legally due by Optionee is and remains Optionee's responsibility and
that the Company and or the Employer (a) make no representations nor undertakings regarding the treatment of any such tax items in connection with any aspect of this Option, including the
grant, vesting or exercise of this Option or the subsequent sale of the Shares acquired upon exercise of this Option; and (b) do not commit to structure the terms or any aspect of this Option
to reduce or eliminate the Employee's liability for such tax items. The Company may refuse to honor the exercise of this Option and refuse to deliver the Shares if Optionee fails to comply with
Optionee's obligations in connection with the satisfaction of the Withholding Obligations. 




        9.     Optionee Acknowledgements.    By accepting the grant of this Option, Optionee acknowledges and agrees that the
Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or
this Agreement. Optionee acknowledges that all decisions with respect to future grants, if any, will be at the sole discretion of the Company. Optionee's participation in the Plan shall not create a
right to further employment with Employer and shall not interfere with the ability of Employer to terminate Optionee's employment or service relationship at any time with or without cause and it is
expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law. Optionee agrees that this Option is not part of normal or expected compensation
or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments insofar as permitted by law. In the event that Optionee is not an employee of the Company, this Option grant will
not be interpreted to form an employment contract or service relationship with the Company, the Employer or any Subsidiary or Affiliate of the Company. Optionee acknowledges that the future value of
the underlying Shares is unknown, may 


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increase
or decrease in the future, and cannot be predicted with certainty. In consideration of the grant of this Option, no claim or entitlement to compensation or damages shall arise from
termination of this Option or diminution in value of this Option or Shares purchased through exercise of this Option resulting from Optionee's Termination of Employment by the Company or the Employer
(for any reason whatsoever and whether or not in breach of Applicable Laws). 


        10.   Data Transfer.    Optionee explicitly and unambiguously consents to the collection, use and transfer, in
electronic or other form, of Optionee's personal data as described in this document by and among, as applicable, the Employer, and the Company and its Subsidiaries and Affiliates for the exclusive
purpose of implementing, administering and managing Optionee's participation in the Plan. Optionee understands that the Company, its Affiliates, its Subsidiaries and the Employer hold certain personal
information about Optionee, including, but not limited to, name, home address and telephone number, date of birth, social security number (or other identification number), salary, nationality, job
title, any shares of stock or directorships held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled, purchased, exercised, vested, unvested or
outstanding in Optionee's favor for the purpose of implementing, managing and administering the Plan ("Data"). Optionee understands that the Data may be transferred to any third parties assisting in
the implementation, administration and management of the Plan, that these recipients may be located in Optionee's country or elsewhere and that the recipient country may have different data privacy
laws and protections than Optionee's country. Optionee may request a list with the names and addresses of any potential recipients of the Data by contacting the Chief Financial Officer at the Company.
Optionee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Optionee's
participation in the Plan, including any requisite transfer of such Data, as may be required to a broker or other third party with whom Optionee may elect to deposit any Shares acquired upon the
exercise of this Option. Optionee understands that Data will be held only as long as is necessary to implement, administer and manage participation in the Plan. Optionee may, at any time, view Data,
request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by
contacting the Stock Plan Administrator in writing. Optionee understands that refusing or withdrawing consent may affect Optionee's ability to participate in the Plan. For more information on the
consequences of refusing to consent or withdrawing consent, Optionee may contact Chief Financial Officer at the Company. 


        11.   Copies of Plan Materials.    Optionee acknowledges that Optionee has received copies of the Plan and the Plan
prospectus from the Company and agrees to receive stockholder information, including copies of any annual report, proxy statement and periodic report, from the section of the Company's website at
http://www.creditcards.com/. Optionee acknowledges that copies of the Plan, Plan prospectus, Plan information and stockholder information are also available upon written or telephonic request to the
Chief Financial Officer. 


        12.   Entire Agreement; Plan Controls.    The Plan is incorporated herein by reference. The Plan and this Agreement
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 Optionee with respect
to the subject matter hereof, and may not be modified adversely to Optionee's interest except by means of a writing signed by the Company and Optionee. This Agreement is governed by the laws of the
state of Delaware. In the event of any conflict between the terms and provisions of the Plan and this Agreement, the Plan terms and provisions shall govern. Capitalized terms used but not defined in
this Agreement have the meanings assigned to them in the Plan. Certain other important terms governing this Agreement are contained in the Plan. 


[Signature Page Follows]


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	Accepted by Optionee:	 	CREDITCARDS.COM, INC.
	    	 	 	 
	    
 Optionee	 	By:	    

	

 	
 	

Name:	

    

	

 	
 	

Title:	

    






RETAIN
THIS AGREEMENT FOR YOUR RECORDS 











QuickLinks


CREDITCARDS.COM, INC. (FORMERLY CCCI HOLDINGS, INC.) NOTICE OF GRANT OF STOCK OPTION


CREDITCARDS.COM, INC. 2007 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT

WITNESSETH