Unassociated Document


    Exhibit
      10.1

     

    BANKRATE,
      INC.

    SECOND
      AMENDED AND RESTATED 

    1999
      EQUITY COMPENSATION PLAN

     

    


    (i) DEFINED
      TERMS

     

    Exhibit
      A, which is incorporated by reference, defines the terms used in the Plan and
      sets forth certain operational rules related to those terms. 

    


    (ii) PURPOSE

     

    The
      Plan
      was established effective March 10, 1999 to provide for the grant to
      Participants of Stock Options and Restricted Stock. The Plan is hereby amended
      and restated effective June 20, 2007. The purpose of the amended and restated
      Plan is to advance the interests of the Company by providing for the grant
      of
      Stock-based and other incentive Awards.

    


    (iii) ADMINISTRATION

     

    The
      Administrator has discretionary authority, subject only to the express
      provisions of the Plan, to interpret the Plan; determine eligibility for and
      grant Awards; determine, modify or waive the terms and conditions of any Award;
      prescribe forms, rules and procedures; and otherwise do all things necessary
      to
      carry out the purposes of the Plan. In the case of any Award intended to be
      eligible for the performance-based compensation exception under Section 162(m),
      the Administrator will exercise its discretion consistent with qualifying the
      Award for that exception. Determinations of the Administrator made under the
      Plan will be conclusive and will bind all parties.

     

    (iv) LIMITS
      ON AWARDS UNDER THE PLAN

     

    (1) Number
      of Shares.
      A
      maximum of 4,500,000 shares of Stock may be delivered in satisfaction of Awards
      under the Plan. 
      The
      number of shares of Stock delivered in satisfaction of Awards shall, for
      purposes of the preceding sentence, be determined net of (1) shares of Stock
      withheld by the Company in payment of the exercise price of the Award, (2)
      shares of Stock withheld in satisfaction of tax withholding requirements with
      respect to the Award, and (3) shares of Restricted Stock that are forfeited
      to
      the Company. The limits set forth in this Section 4(a) shall be construed to
      comply with Section 422. To the extent consistent with the requirements of
      Section 422 and with other applicable legal requirements (including applicable
      stock exchange requirements), Stock issued under awards of an acquired company
      that are converted, replaced, or adjusted in connection with the acquisition
      shall not reduce the number of shares available for Awards under the
      Plan. 

     

    (2) Type
      of Shares.
      Stock
      delivered by the Company under the Plan may be authorized but unissued Stock
      or
      previously issued Stock acquired by the Company. No fractional shares of Stock
      will be delivered under the Plan.

     

    (3) Section
      162(m) Limits.
      The
      maximum number of shares of Stock for which Stock Options may be granted to
      any
      person in any calendar year and the maximum number of shares of Stock subject
      to
      SARs granted to any person in any calendar year will each be 750,000. The
      maximum number of shares subject to other Awards granted to any person in any
      calendar year will be 500,000 shares. The maximum amount payable to any person
      in any year under Cash Awards will be $1,500,000. The foregoing provisions
      will
      be construed in a manner consistent with Section 162(m).

     

    (v) ELIGIBILITY
      AND PARTICIPATION

     

    The
      Administrator will select Participants from among those Employees and directors
      of, and consultants and advisors to, the Company or its Affiliates who, in
      the
      opinion of the Administrator, are in a position to make a significant
      contribution to the success of the Company and its Affiliates; provided,
      that,
      subject to such express exceptions, if any, as the Administrator may establish,
      eligibility shall be further limited to those persons as to whom the use of
      a
      Form S-8 registration statement is permissible. Eligibility for ISOs is limited
      to employees of the Company or of a "parent corporation" or "subsidiary
      corporation" of the Company as those terms are defined in Section 424 of the
      Code.

    


    
      
        
        

      

      
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    (vi) RULES
      APPLICABLE TO AWARDS

     

    (1) All
      Awards

     

    a. Award
      Provisions.
      The
      Administrator will determine the terms of all Awards, subject to the limitations
      provided herein. Notwithstanding any provision of this Plan to the contrary,
      awards of an acquired company that are converted, replaced or adjusted in
      connection with the acquisition may contain terms and conditions that are
      inconsistent with the terms and conditions specified herein, as determined
      by
      the Administrator.

     

    b. Term
      of Plan.
      No
      Awards may be made after March 9, 2009, but previously granted Awards may
      continue beyond that date in accordance with their terms.

     

    c. Transferability.
      Neither
      ISOs nor, except as the Administrator otherwise expressly provides in accordance
      with the second sentence of this Section 6(a)(3), other Awards may be
      transferred other than by will or by the laws of descent and distribution,
      and
      during a Participant's lifetime ISOs (and, except as the Administrator otherwise
      expressly provides in accordance with the second sentence of this Section
      6(a)(3), other Awards requiring exercise) may be exercised only by the
      Participant. The Administrator may permit Awards other than ISOs to be
      transferred by gift, subject to such limitations as the Administrator may
      impose.

     

    d. Vesting,
      etc.
      The
      Administrator may determine the time or times at which an Award will vest or
      become exercisable and the terms on which an Award requiring exercise will
      remain exercisable. Without limiting the foregoing, the Administrator may at
      any
      time accelerate the vesting or exercisability of an Award, regardless of any
      adverse or potentially adverse tax consequences resulting from such
      acceleration. Unless the Administrator expressly provides otherwise, however,
      the following rules will apply: immediately upon the cessation of the
      Participant's Employment, each Award requiring exercise that is then held by
      the
      Participant or by the Participant's permitted transferees, if any, will cease
      to
      be exercisable and will terminate, and all other Awards that are then held
      by
      the Participant or by the Participant's permitted transferees, if any, to the
      extent not already vested will be forfeited, except that:

     

    i. subject
      to (B) and (C) below, all Stock Options and SARs held by the Participant or
      the
      Participant's permitted transferees, if any, immediately prior to the cessation
      of the Participant's Employment, to the extent then exercisable, will remain
      exercisable for the lesser of (i) a period of three months or (ii) the period
      ending on the latest date on which such Stock Option or SAR could have been
      exercised without regard to this Section 6(a)(4), and will thereupon
      terminate;

     

    ii. all
      Stock
      Options and SARs held by a Participant or the Participant's permitted
      transferees, if any, immediately prior to the Participant's death or termination
      from Employment by reason of Disability, to the extent then exercisable, will
      remain exercisable for the lesser of (i) the one year period ending with the
      first anniversary of the Participant's death or termination from Employment
      by
      reason of Disability or (ii) the period ending on the latest date on which
      such
      Stock Option or SAR could have been exercised without regard to this Section
      6(a)(4), and will thereupon terminate; and

     

    iii. all
      Stock
      Options and SARs held by a Participant or the Participant's permitted
      transferees, if any, immediately prior to the cessation of the Participant's
      Employment will immediately terminate upon such cessation if the Administrator
      in its sole discretion determines that such cessation of Employment has resulted
      from conduct constituting Cause for Termination.  

     

    e. Taxes.
      The
      Administrator will make such provision for the withholding of taxes as it deems
      necessary. The Administrator may, but need not, hold back shares of Stock from
      an Award or permit a Participant to tender previously owned shares of Stock
      in
      satisfaction of tax withholding requirements (but not in excess of the minimum
      withholding required by law).

     

    
      
        
        

      

      
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    f. Dividend
      Equivalents, etc.
      The
      Administrator may provide for the payment of amounts in lieu of cash dividends
      or other cash distributions with respect to Stock subject to an Award. Any
      entitlement to dividend equivalents or similar entitlements shall be established
      and administered consistent either with exemption from, or compliance with,
      the
      requirements of Section 409A.

     

    g. Rights
      Limited.
      Nothing
      in the Plan will be construed as giving any person the right to continued
      employment or service with the Company or its Affiliates, or any rights as
      a
      shareholder except as to shares of Stock actually issued under the Plan. The
      loss of existing or potential profit in Awards will not constitute an element
      of
      damages in the event of termination of Employment for any reason, even if the
      termination is in violation of an obligation of the Company or any Affiliate
      to
      the Participant.

     

    h. Section
      162(m).
       This
      Section 6(a)(8) applies to any Performance Award intended to qualify as
      performance-based for the purposes of Section 162(m) other than a Stock Option
      or SAR. In the case of any Performance Award to which this Section 6(a)(8)
      applies, the Plan and such Award will be construed to the maximum extent
      permitted by law in a manner consistent with qualifying the Award for such
      exception. With respect to such Performance Awards, the Administrator will
      pre-establish, in writing, one or more specific Performance Criteria no later
      than 90 days after the commencement of the period of service to which the
      performance relates (or at such earlier time as is required to qualify the
      Award
      as performance-based under Section 162(m)). Prior to the grant, vesting or
      payment of the Performance Award, as the case may be, the Administrator will
      certify whether the applicable Performance Criteria have been attained and
      such
      determination will be final and conclusive. 

     

    i. Coordination
      with Other Plans.
      Awards
      under the Plan may be granted in tandem with, or in satisfaction of or
      substitution for, other Awards under the Plan or awards made under other
      compensatory plans or programs of the Company or its Affiliates. For example,
      but without limiting the generality of the foregoing, awards under other
      compensatory plans or programs of the Company or its Affiliates may be settled
      in Stock (including, without limitation, Unrestricted Stock) if the
      Administrator so determines, in which case the shares delivered shall be treated
      as awarded under the Plan (and shall reduce the number of shares thereafter
      available under the Plan in accordance with the rules set forth in Section
      4).
      In any case where an award is made under another plan or program of the Company
      or its Affiliates and such award is intended to qualify for the
      performance-based compensation exception under Section 162(m), and such award
      is
      settled by the delivery of Stock or another Award under the Plan, the applicable
      Section 162(m) limitations under both the other plan or program and under the
      Plan shall be applied to the Plan as necessary (as determined by the
      Administrator) to preserve the availability of the Section 162(m)
      performance-based compensation exception with respect thereto.

     

    j. Section
      409A.
      Each
      Award shall contain such terms as the Administrator determines, and shall be
      construed and administered, such that the Award either (i) qualifies for an
      exemption from the requirements of Section 409A, or (ii) satisfies such
      requirements.

     

    k. Certain
      Requirements of Corporate Law.
      Awards
      shall be granted and administered consistent with the requirements of applicable
      Florida law relating to the issuance of stock and the consideration to be
      received therefore, and with the applicable requirements of the stock exchanges
      or other trading systems on which the Stock is listed or entered for trading,
      in
      each case as determined by the Administrator.

     

    (2) Awards
      Requiring Exercise

     

    a. Time
      and Manner of Exercise.
      Unless
      the Administrator expressly provides otherwise, an Award requiring exercise
      by the holder will not be deemed to have been exercised until the Administrator
      receives a notice of exercise (in form acceptable to the Administrator) signed
      by the appropriate person and accompanied by any payment required under the
      Award. If the Award is exercised by any person other than the Participant,
      the
      Administrator may require satisfactory evidence that the person exercising
      the
      Award has the right to do so.

     

    b. Exercise
      Price.
      The
      exercise price (or in the case of a SAR, the base value from which appreciation
      is to be measured) of each Award requiring exercise shall be 100% (in the case
      of an ISO granted to a ten-percent shareholder within the meaning of subsection
      (b)(6) of Section 422, 110%) of the fair market value of the Stock subject
      to the Award, determined as of the date of grant on the basis of the closing
      price of the Stock on such date, or such higher amount as the Administrator
      may
      determine in connection with the grant. No such Award, once granted, may be
      re-priced other than in accordance with the applicable shareholder approval
      requirements of NASDAQ. Fair market value shall be determined by the
      Administrator consistent with the applicable requirements of Section 422 and
      Section 409A.

     

    
      
        
        

      

      
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    c. Payment
      Of Exercise Price.
      Where
      the exercise of an Award is to be accompanied by payment, payment of the
      exercise price shall be by cash or check acceptable to the Administrator, or,
      if
      so permitted by the Administrator and if legally permissible, (i) through the
      delivery of shares of Stock that have been outstanding for at least six months
      (unless the Administrator approves a shorter period) and
      that
      have a fair market value equal to the exercise price, (ii) through a
      broker-assisted exercise program acceptable to the Administrator, (iii) by
      other
      means acceptable to the Administrator, or (iv) by any combination of the
      foregoing permissible forms of payment. The delivery of shares in payment of
      the
      exercise price under clause (i) above may be accomplished either by actual
      delivery or by constructive delivery through attestation of ownership, subject
      to such rules as the Administrator may prescribe. 

     

    d. Maximum
      Term.
      Awards
      requiring exercise will have a maximum term not to exceed ten (10) years from
      the date of grant.

     

    (vii) EFFECT
      OF CERTAIN TRANSACTIONS

     

    (1) Mergers,
      etc.
      Except
      as otherwise provided in an Award, the following provisions shall apply in
      the
      event of a Covered Transaction:

     

    a. Assumption
      or Substitution.
      If the
      Covered Transaction is one in which there is an acquiring or surviving entity,
      the Administrator may provide for the assumption of some or all outstanding
      Awards or for the grant of new awards in substitution therefore by the acquiror
      or survivor or an affiliate of the acquiror or survivor.

     

    b. Cash-Out
      of Awards.
      If the
      Covered Transaction is one in which holders of Stock will receive upon
      consummation a payment (whether cash, non-cash or a combination of the
      foregoing), the Administrator may provide for payment (a "cash-out"), with
      respect to some or all Awards or any portion thereof, equal in the case of
      each
      affected Award or portion thereof to the excess, if any, of (A) the fair market
      value of one share of Stock (as determined by the Administrator in its
      reasonable discretion consistent with Section 409A) times the number of shares
      of Stock subject to the Award or such portion, over (B) the aggregate exercise
      or purchase price, if any, under the Award or such portion (in the case of
      an
      SAR, the aggregate base value above which appreciation is measured), in each
      case on such payment terms (which need not be the same as the terms of payment
      to holders of Stock) and other terms, and subject to such conditions, as the
      Administrator determines;
      provided,
      that
      the Administrator shall not exercise its discretion under this Section 7(a)(2)
      with respect to an Award or portion thereof in a manner that would constitute
      an
      extension or acceleration of, or other change in, payment terms if such change
      would be inconsistent with the applicable requirements of Section
      409A.

     

    c. Acceleration
      of Certain Awards.
      If the
      Covered Transaction (whether or not there is an acquiring or surviving entity)
      is one in which there is no assumption, substitution or cash-out, each Award
      requiring exercise will become fully exercisable, and the delivery of any shares
      of Stock remaining deliverable under each outstanding Award of Stock Units
      (including Restricted Stock Units and Performance Awards to the extent
      consisting of Stock Units) will be accelerated and such shares will be
      delivered, prior to the Covered Transaction, in each case on a basis that gives
      the holder of the Award a reasonable opportunity, as determined by the
      Administrator, following exercise of the Award or the delivery of the shares,
      as
      the case may be, to participate as a shareholder in the Covered Transaction;
      provided,
      that to
      the extent acceleration pursuant to this Section 7(a)(3) of an Award subject
      to
      Section 409A would cause the Award to fail to satisfy the requirements of
      Section 409A, the Award shall not be accelerated and the Administrator in lieu
      thereof shall take such steps as are necessary to ensure that payment of the
      Award is made in a medium other than Stock and on terms that as nearly as
      possible, but taking into account adjustments required or permitted by this
      Section 7, replicate the prior terms of the Award. 

     

    d. Termination
      of Awards Upon Consummation of Covered Transaction.
      Each
      Award will terminate upon consummation of the Covered Transaction, other than
      the following: (i) Awards assumed pursuant to Section 7(a)(1) above; (ii) Awards
      converted pursuant to the proviso in Section 7(a)(3) above into an ongoing
      right
      to receive payment other than Stock; and (iii) outstanding shares of Restricted
      Stock (which shall be treated in the same manner as other shares of Stock,
      subject to Section 7(a)(5) below).

     

    
      
        
        

      

      
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    e. Additional
      Limitations.
      Any
      share of Stock and any cash or other property delivered pursuant to
      Section 7(a)(2) or Section 7(a)(3) above with respect to an Award may, in
      the discretion of the Administrator, contain such restrictions, if any, as
      the
      Administrator deems appropriate to reflect any performance or other vesting
      conditions to which the Award was subject and that did not lapse (and were
      not
      satisfied) in connection with the Covered Transaction. In the case of Restricted
      Stock that does not vest in connection with the Covered Transaction, the
      Administrator may require that any amounts delivered, exchanged or otherwise
      paid in respect of such Stock in connection with the Covered Transaction be
      placed in escrow or otherwise made subject to such restrictions as the
      Administrator deems appropriate to carry out the intent of the
      Plan.

     

    (2) Changes
      in and Distributions With Respect to Stock.

     

    a. Basic
      Adjustment Provisions.
      In the
      event of a stock dividend, stock split or combination of shares (including
      a
      reverse stock split), recapitalization or other change in the Company's capital
      structure, the Administrator shall make appropriate adjustments to the maximum
      number of shares specified in Section 4(a) that may be delivered under the
      Plan
      and to the maximum share limits described in Section 4(c), and shall also make
      appropriate adjustments to the number and kind of shares of stock or securities
      subject to Awards then outstanding or subsequently granted, any exercise prices
      relating to Awards and any other provision of Awards affected by such change.
      

     

    b. Certain
      Other Adjustments.
      The
      Administrator may also make adjustments of the type described in Section 7(b)(1)
      above to take into account distributions to shareholders other than those
      provided for in Section 7(a) and 7(b)(1), or any other event, if the
      Administrator determines that adjustments are appropriate to avoid distortion
      in
      the operation of the Plan and to preserve the value of Awards made hereunder,
      having due regard for the qualification of ISOs under Section 422, the
      requirements of Section 409A, and for the performance-based compensation rules
      of Section 162(m), where applicable.

     

    c. Continuing
      Application of Plan Terms.
      References in the Plan to shares of Stock will be construed to include any
      stock
      or securities resulting from an adjustment pursuant to this Section
      7.

     

    (viii) LEGAL
      CONDITIONS ON DELIVERY OF STOCK

     

    The
      Company will not be obligated to deliver any shares of Stock pursuant to the
      Plan or to remove any restriction from shares of Stock previously delivered
      under the Plan until: (i) the Company is satisfied that all legal matters in
      connection with the issuance and delivery of such shares have been addressed
      and
      resolved; (ii) if the outstanding Stock is at the time of delivery listed on
      any
      stock exchange or national market system, the shares to be delivered have been
      listed or authorized to be listed on such exchange or system upon official
      notice of issuance; and (iii) all conditions of the Award have been satisfied
      or
      waived. If the sale of Stock has not been registered under the Securities Act
      of
      1933, as amended, the Company may require, as a condition to exercise of the
      Award, such representations or agreements as counsel for the Company may
      consider appropriate to avoid violation of such Act. The Company may require
      that certificates evidencing Stock issued under the Plan bear an appropriate
      legend reflecting any restriction on transfer applicable to such Stock, and
      the
      Company may hold the certificates pending lapse of the applicable restrictions.
      

    


    (ix) AMENDMENT
      AND TERMINATION

     

    The
      Administrator may at any time or times amend the Plan or any outstanding Award
      for any purpose which may at the time be permitted by law, and may at any time
      terminate the Plan as to any future grants of Awards; provided,
      that
      except as otherwise expressly provided in the Plan the Administrator may not,
      without the Participant's consent, alter the terms of an Award so as to affect
      materially and adversely the Participant's rights under the Award, unless the
      Administrator expressly reserved the right to do so at the time of the Award.
      Any amendments to the Plan shall be conditioned upon shareholder approval only
      to the extent, if any, such approval is required by law (including the Code
      and
      applicable stock exchange requirements), as determined by the
      Administrator.

     

    
      
        
        

      

      
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    (x) OTHER
      COMPENSATION ARRANGEMENTS

     

    The
      existence of the Plan or the grant of any Award will not in any way affect
      the
      Company's right to Award a person bonuses or other compensation in addition
      to
      Awards under the Plan.

    


    (xi) MISCELLANEOUS

     

    (1) Waiver
      of Jury Trial.
      By
      accepting an Award under the Plan, each Participant waives any right to a trial
      by jury in any action, proceeding or counterclaim concerning any rights under
      the Plan and any Award, or under any amendment, waiver, consent, instrument,
      document or other agreement delivered or which in the future may be delivered
      in
      connection therewith, and agrees that any such action, proceedings or
      counterclaim shall be tried before a court and not before a jury. By accepting
      an Award under the Plan, each Participant certifies that no officer,
      representative, or attorney of the Company has represented, expressly or
      otherwise, that the Company would not, in the event of any action, proceeding
      or
      counterclaim, seek to enforce the foregoing waivers.

     

    (2) Limitation
      of Liability.
      Notwithstanding anything to the contrary in the Plan, neither the Company,
      nor
      any Affiliate, nor the Administrator, nor any person acting on behalf of the
      Company, any Affiliate, or the Administrator, shall be liable to any Participant
      or to the estate or beneficiary of any Participant or to any other holder of
      an
      Award by reason of any acceleration of income, or any additional tax, asserted
      by reason of the failure of an Award to satisfy the requirements of Section
      422
      or Section 409A or by reason of Section 4999 of the Code; provided, that nothing
      in this Section 11(b) shall limit the ability of the Administrator or the
      Company to provide by separate express written agreement with a Participant
      for
      a gross-up payment or other payment in connection with any such tax or
      additional tax. 

    

 

    
      
        
        

      

      
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    EXHIBIT
      A

    


    Definition
      of Terms

    


    The
      following terms, when used in the Plan, will have the meanings and be subject
      to
      the provisions set forth below:

    "Administrator":
      The
      Compensation Committee or any delegate thereof to the extent permitted by law.
      In the event of any delegation described in the preceding sentence, the term
      "Administrator" shall include the person or persons so delegated to the extent
      of such delegation.

    "Affiliate":
      Any
      corporation or other entity in a chain of corporations or other entities in
      which each corporation or other entity has a controlling interest in another
      corporation or other entity in the chain, beginning with the Company and ending
      with such corporation or other entity. For purposes of the preceding sentence,
      except as the Administrator may otherwise determine subject to the requirements
      of Treas. Reg. §1.409A-1(b)(5)(iii)(E)(1), the term “controlling interest” has
      the same meaning as provided in Treas. Reg. §1.414(c)-2(b)(2)(i), provided that
      the words “at least 50 percent” are used instead of the words “at least 80
      percent” each place such words appear in Treas. Reg.
§1.414(c)-2(b)(2)(i).

    "Award":
      Any or a
      combination of the following: 

    (i)
      Stock
      Options. 

    


    (ii)
      SARs.

    


    (iii)
      Restricted Stock.

    


    (iv)
      Unrestricted Stock.

    


    (v)
      Stock
      Units, including Restricted Stock Units. 

    


    (vi)
      Performance Awards.

    


    (vii)
      Cash Awards.

    


    (viii)
      Awards (other than Awards described in (i) through (vii) above) that are
      convertible into or otherwise based on Stock. 

     

    "Board":
      The
      Board of Directors of the Company.

    "Cash
      Award":
      An Award
      denominated in cash.

    "Cause
      for Termination":
      Except
      as specified otherwise by the Administrator at the time of the Award grant,
      a
      finding by the Board that the Participant (i) has breached his or her employment
      or service contract or noncompetition agreement with the Company; (ii) has
      engaged in disloyalty or dishonesty to the Company, including without
      limitation, fraud, embezzlement, theft, malfeasance, gross negligence or
      misconduct that, in the judgment of the Board, is, or is likely to, lead to
      material injury to the Company or the business reputation of the Company; (iii)
      has willfully failed to comply with the direction of the Board or failed to
      follow the policies, procedures and rules of the Company; (iv) has negligently
      failed to comply with the direction of the Board or failed to follow the
      policies, procedures and rules of the Company and such negligent failure was
      not
      cured within thirty (30) days of receipt of written notice; (v) has been
      convicted of, or has entered a plea of guilty or no contest to, a felony or
      crime involving moral turpitude; or (vi) has disclosed trade secrets or
      confidential information of the Company to persons not entitled to receive
      such
      information.

    "Code":
      The U.S.
      Internal Revenue Code of 1986 as from time to time amended and in effect, or
      any
      successor statute as from time to time in effect.

    "Compensation
      Committee":
      The
      Compensation Committee of the Board.

    "Company":
      Bankrate, Inc.

    "Covered
      Transaction": Any
      of
      (i) a consolidation, merger, or similar transaction or series of related
      transactions, including a sale or other disposition of stock, in which the
      Company is not the surviving corporation or which results in the acquisition
      of
      all or substantially all of the Company's then outstanding common stock by
      a
      single person or entity or by a group of persons and/or entities acting in
      concert, (ii) a sale or transfer of all or substantially all the Company's
      assets, or (iii) a dissolution or liquidation of the Company. Where
      a
      Covered Transaction involves a tender offer that is reasonably expected to
      be
      followed by a merger described in clause (i) (as determined by the
      Administrator), the Covered Transaction shall be deemed to have occurred upon
      consummation of the tender offer.

     

    
      
        
        

      

      
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    "Disability":
      A
      Participant becoming disabled within the meaning of Section 22(e)(3) of the
      Code.

    "Employee":
      Any
      person who is employed by the Company or an Affiliate.

    "Employment":
      A
      Participant's employment or other service relationship with the Company and
      its
      Affiliates. Employment will be deemed to continue, unless the Administrator
      expressly provides otherwise, so long as the Participant is employed by, or
      otherwise is providing services in a capacity described in Section 5 to the
      Company or its Affiliates. If a Participant's employment or other service
      relationship is with an Affiliate and that entity ceases to be an Affiliate,
      the
      Participant's Employment will be deemed to have terminated when the entity
      ceases to be an Affiliate unless the Participant transfers Employment to the
      Company or its remaining Affiliates.

    "ISO":
      A Stock
      Option intended to be an "incentive stock option" within the meaning of Section
      422. Each option granted pursuant to the Plan will be treated as providing
      by
      its terms that it is to be a non-incentive stock option unless, as of the date
      of grant, it is expressly designated as an ISO. 

    "Participant":
      A person
      who is granted an Award under the Plan.

    "Performance
      Award":
      An
      Award subject to Performance Criteria. The Committee in its discretion may
      grant
      Performance Awards that are intended to qualify for the performance-based
      compensation exception under Section 162(m) and Performance Awards that are
      not
      intended so to qualify.

    "Performance
      Criteria":
      Specified criteria, other than the mere continuation of Employment or the mere
      passage of time, the satisfaction of which is a condition for the grant,
      exercisability, vesting or full enjoyment of an Award. For purposes of Awards
      that are intended to qualify for the performance-based compensation exception
      under Section 162(m), a Performance Criterion will mean an objectively
      determinable measure of performance relating to any or any combination of the
      following (measured either absolutely or by reference to an index or indices
      and
      determined either on a consolidated basis or, as the context permits, on a
      divisional, subsidiary, line of business, project or geographical basis or
      in
      combinations thereof): sales; revenues; assets; expenses; earnings before or
      after deduction for all or any portion of interest, taxes, depreciation, or
      amortization, whether or not on a continuing operations or an aggregate or
      per
      share basis; return on equity, investment, capital or assets; one or more
      operating ratios; borrowing levels, leverage ratios or credit rating; market
      share; capital expenditures; cash flow; stock price; shareholder return; sales
      of particular products or services; customer acquisition or retention;
      acquisitions and divestitures (in whole or in part); joint ventures and
      strategic alliances; spin-offs, split-ups and the like; reorganizations; or
      recapitalizations, restructurings, financings (issuance of debt or equity)
      or
      refinancings. A Performance Criterion and any targets with respect thereto
      determined by the Administrator need not be based upon an increase, a positive
      or improved result or avoidance of loss. To the extent consistent with the
      requirements for satisfying the performance-based compensation exception under
      Section 162(m), the Administrator may provide in the case of any Award
      intended to qualify for such exception that one or more of the Performance
      Criteria applicable to such Award will be adjusted in an objectively
      determinable manner to reflect events (for example, but without limitation,
      acquisitions or dispositions) occurring during the performance period that
      affect the applicable Performance Criterion or Criteria.

    "Plan":
      The
      Bankrate, Inc. Second Amended and Restated 1999 Compensation Plan as from time
      to time amended and in effect.

    "Restricted
      Stock":
      Stock
      subject to restrictions requiring that it be redelivered or offered for sale
      to
      the Company if specified conditions are not satisfied.

    "Restricted
      Stock Unit":
      A Stock
      Unit that is, or as to which the delivery of Stock or cash in lieu of Stock
      is,
      subject to the satisfaction of specified performance or other vesting
      conditions.

    "SAR":
      A
      right
      entitling the holder upon exercise to receive an amount (payable in cash or
      in
      shares of Stock of equivalent value) equal to the excess of the fair market
      value of the shares of Stock subject to the right over the base value from
      which
      appreciation under the SAR is to be measured.

    "Section
      409A":
      Section
      409A of the Code.

    "Section
      422":
      Section
      422 of the Code.

    "Section
      162(m)":
      Section
      162(m) of the Code.

    "Stock":
      Common
      Stock of the Company, par value $0.01 per share.

    "Stock
      Option":
      An
      option entitling the holder to acquire shares of Stock upon payment of the
      exercise price.

    "Stock
      Unit":
      An
      unfunded and unsecured promise, denominated in shares of Stock, to deliver
      Stock
      or cash measured by the value of Stock in the future.

    "Unrestricted
      Stock": Stock
      not
      subject to any restrictions under the terms of the Award.

     

    
      
        
        

      

      
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