Form of Restricted Stock Unit Award Tax Withholding Election Form



 EXHIBIT 10.34 
 INFOSPACE, INC. 
 RESTRICTED STOCK UNIT AWARD 
 TAX WITHHOLDING ELECTION FORM 
  

			
	TO:	  	[Executive], InfoSpace, Inc. (the “Company”)
		
	FROM:	  	Tim Morones, Vice President – Treasury and Administration

 As you know, the Company has previously granted you restricted stock units (“RSUs”)
reflecting the right to receive shares of Company common stock as set forth on Exhibit A attached hereto, subject to the terms and conditions of the Company’s Restated 1996 Flexible Stock Incentive Plan (the “Plan”) and your
applicable award agreement. 
 As the shares subject to your RSUs vest, the Company must withhold applicable income, employment and other
taxes before the Company delivers any such shares to you. Under your current award agreement the Company is allowed to satisfy your minimum tax withholding obligations by retaining a sufficient number of shares subject to your vested
RSUs. 
 The Company is now offering you the opportunity to elect to satisfy a higher rate of income tax withholding through your election to
withhold a larger number of vested shares subject to your RSUs. 
 For example, assume that you have 100 shares subject to RSUs that vest
when their aggregate value is $1,000.00. The required minimum tax withholding is 25%, and the Company would usually retain 25 of the 100 shares subject to RSUs that vested (a value of $250). However, if you elect to have an additional 10% tax
withholding (for a total tax withholding of 35%), then the Company would retain 35 of the 100 shares subject to RSUs that vested (a value of $350), and the $100 overpayment would be paid on your behalf by the Company to the appropriate tax
authorities. 
 By signing below, you are electing to allow the Company to withhold vested shares subject to your RSUs that you would
otherwise receive from the Company, subject to the terms and conditions of the Plan and this election. You understand that your election is irrevocable. The terms of your election are as follows: 
 1. RSUs to Which Election Applies. This election applies to the RSU grants set forth on Exhibit A. 
 2. RSU Tax Withholding Election. You agree that the Company should withhold vested shares subject to your RSUs having a value equal to your
minimum tax withholding (i.e., 25%) relating to the vesting of your RSUs plus an additional             % (please insert a number from 1 to 10; the total tax withholding cannot
exceed 35%). 







 3. Filing of Election. This election form
must be submitted to Tim Morones, VP-Treasury and Administration, InfoSpace, Inc., 601 108th Avenue NE, Ste. 1200, Bellevue, WA 98004) no later than July
__, 2007 to be effective. 
 4. Irrevocability of Election. This election will become irrevocable as of the date of your
signature below. 
 5. Subject to Plan. This RSU election is in all respects subject to the terms and conditions of the Plan and your
applicable award agreement. 
  

									
					
	Dated:	 	 	 		 		 	 
		 		 		 		 	[Executive]
					
	Dated:	 	 	 		 		 	 
		 		 		 		 	Tim Morones
		 		 		 		 	VP – Treasury and Administration
		 		 		 		 	InfoSpace, Inc.

  

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 EXHIBIT A 
 Name: 
  

			
	 Grant Date of RSUs
	  	 No. of Shares subject to RSUs


  

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