Newcomb Stock Option Agreement


    EXHIBIT
      10.3

     

    
      

STOCK
      OPTION AGREEMENT

     

    This
      Stock Option Agreement (this “Option Agreement”) is entered into as of March 31,
      2006 between WEB.COM, INC., a Minnesota corporation (the “Company”) and JOSEPH
      A. NEWCOMB (“Executive”).

     

    Executive
      and the Company are parties to an employment agreement dated of even date
      herewith (the “Employment
      Agreement”).
      

     

    In
      accordance with the Employment Agreement, in connection with Executive’s
      entering into employment with the Company, Executive is to receive a stock
      option grant with respect to one
      hundred thousand (100,000)
      shares
      of the common stock, $0.01 par value per share, of the Company (the
“Common
      Stock”).

     

    Therefore,
      the parties agree as follows:

     

    1.  Grant
      of Incentive Stock Option.
      The
      Company hereby grants to Executive the right and option to purchase from the
      Company, on the terms and subject to the conditions set forth in this Option
      Agreement, 100,000 shares of Common Stock (such shares, the “Option
      Shares”;
      such
      option, the “Option”).
      The
      date of grant of the Option (the “Grant
      Date”)
      is
      March 31, 2006. The
      Option is intended to constitute an incentive stock option within the meaning
      of
      Section 422 of the Internal Revenue Code of 1986, as
      amended.
      

     

    2.  Exercise
      Price of the Option.
      The
      exercise price for the Option Shares is $5.93 per share, the closing price
      of
      the Common Stock on the NASDAQ National Market on the Grant Date as reported
      by
      Nasdaq National Market System (the “Exercise
      Price”).

     

    3.  Vesting
      of the Option.
      The
      Option Shares granted under this Option Agreement are immediately exercisable
      and fully-vested. 

     

    4.  Method
      of Exercise of Option.
      

     

    (a)  To
      the
      extent then exercisable, Executive may exercise the Option in whole or in part;
      except that no single exercise of the Option is to be for less than 100 Option
      Shares, unless at the time of the exercise, the maximum number of Option Shares
      available for purchase under the Option is less than 100 Option Shares. In
      no
      event is the Option to be exercised for a fractional share of Common
      Stock.

     

    (b)  To
      exercise the Option, Executive shall give written notice to The Company stating
      the number of shares for which the Option is being exercised and the intended
      manner of payment. The date of this notice shall be the exercise date. The
      notice must be accompanied by payment in full of the aggregate Exercise Price,
      either by cash, check, note or any other instrument acceptable to the
      Compensation Committee. Payment in full or in part may also be made in the
      form
      of shares of Common Stock already owned by Executive based, in each case, on
      the
      Market Price of the shares of Common Stock on the date the Option is exercised;
      except that in no event is payment in full or in part for the exercise of an
      Option to be made with any Option Shares that, as of the date of exercise of
      the
      Option, have been owned by Executive less than six months. If the payment is
      in
      the form of shares of Common Stock, then the certificate or certificates
      representing the those shares must be duly executed in blank by Executive or
      must be accompanied by a stock power duly executed in blank suitable for
      purposes of transferring those shares to the Company. Fractional shares of
      Common Stock will not be accepted in payment of the purchase price of Option
      Shares. The Company shall not issue Option Shares until full payment for them
      has been made.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  As
      soon
      as practicable upon the Company’s receipt of Executive’s notice of exercise and
      payment, the Company shall direct the due issuance of the shares so
      purchased.

     

    (d)  As
      a
      further condition precedent to the exercise of this Option in whole or in part,
      Executive shall comply with all regulations and the requirements of any
      regulatory authority having control of, or supervision over, the issuance of
      the
      shares of Common Stock and accordingly shall execute any documents that the
      Board of Directors of the Company (the “Company
      Board”),
      in
      its sole discretion, deems necessary or advisable to effect such
      compliance.

     

    (e)  In
      the
      case of Executive’s death, the Option, to the extent exercisable, may be
      exercised by the executor or administrator of Executive’s estate or by any
      person or persons who have acquired the Option directly from Executive by
      bequest or inheritance. 

     

    5.  Non-Transferability
      of Options.
      Executive shall not assign or transfer the Option, other than by will or the
      laws of descent and distribution. During Executive’s lifetime, only Executive
      (or, in the event of legal incapacity or incompetency, Executive’s guardian or
      legal representative) may exercise the Option. Notwithstanding
      the foregoing, however, Executive, with the approval of the Compensation
      Committee, may transfer the Option for no consideration to or for the benefit
      of
      Executive’s Immediate Family (including, without limitation, to a trust for the
      benefit of Executive’s Immediate Family or to a partnership or limited liability
      company for one or more members of Executive’s Immediate Family, subject to such
      limits as the Compensation Committee may establish, and the transferee(s) shall
      remain subject to all the terms and conditions applicable to the Option prior
      to
      transfer. The term “Immediate Family” means Executive’s spouse, parents,
      children, stepchildren, adoptive relationships, sisters, brothers and
      grandchildren (and, for this purpose, shall also include
      Executive).

     

    6.  Termination
      of Option. 

     

    (a)  This
      Option Agreement and any portion of the Option not either terminated or already
      exercised will terminate automatically and without further notice at the close
      of business on the earliest of the following dates: (i) thirty (30) days
      following the termination of Executive’s employment for any reason; or (ii) in
      any event, the tenth (10th)
      anniversary of the Grant Date. 

     

    (b)  In
      no
      event may the Option be exercised, in whole or in part, after termination.
      

     

    
      
        
        

      

      
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    7.  Investment
      Representations.
      The
      Company may require Executive, as a condition of exercising the Option, to
      give
      written assurances in substance and form satisfactory to the Company to the
      effect that Executive is acquiring the Option Shares for Executive’s own account
      for investment and not with any present intention of selling or otherwise
      distributing them, and to such other effect as The Company deems necessary
      or
      appropriate in order to comply with applicable federal and state securities
      laws.

     

    8.  Registration
      of Option and Option Shares.
      As soon
      as practicable after the date hereof, the Company shall file a registration
      statement on Form S-8 under the Securities Act of 1934, as amended, to register
      the resale of the Option Shares.

     

    9.  Compliance
      with Law.
      The
      Option is subject to the requirement that, if at any time counsel to the Company
      determines that the listing, registration or qualification of the Option Shares
      upon any securities exchange or under any state or federal law, or the consent
      or approval of any governmental or regulatory body, is necessary as a condition
      of, or in connection with, the issuance or purchase of the Option Shares, then
      the Option may not to be exercised, in whole or in part, unless the listing,
      registration, qualification, consent or approval has been effected or obtained
      on conditions acceptable to the Compensation Committee. Nothing in this Option
      Agreement will be deemed to require the Company to apply for or to obtain the
      listing, registration, qualification, consent or approval. 

     

    10.  Recapitalization.
      If the
      outstanding shares of Common Stock are changed into or exchanged for a different
      number or kind of shares or other securities of the Company by reason of any
      recapitalization, reclassification, stock split, stock dividend, combination,
      subdivision or similar transaction, then, subject to any required action by
      the
      Company’s shareholders, the number and kind of Option Shares and the Exercise
      Price for the Option Shares are to be proportionately adjusted; except that
      no
      fractional Option Shares are to be issued or made subject to the Option in
      making the foregoing adjustments. All adjustments made by the Compensation
      Committee under this paragraph 10
      will be
      final, conclusive and binding upon Executive.

     

    11.  Reorganization.
      If,
      while all or any portion of the Option remains exercisable, the Company proposes
      to merge or consolidate with another corporation, whether or not the Company
      is
      to be the surviving corporation, or if the Company proposes to liquidate or
      sell
      or otherwise dispose of substantially all of its assets or substantially all
      of
      the outstanding shares of Common Stock are to be sold, then the Compensation
      Committee may, in its sole discretion, either (i) make appropriate provision
      for
      the protection of the Option by the substitution on an equitable basis of (A)
      appropriate stock of the surviving corporation or its parent in the merger
      or
      consolidation, or other reorganized corporation that will be issuable in respect
      to the Option Shares then exercisable, or (B) any alternative consideration
      as
      the Compensation Committee, in good faith, may determine to be equitable in
      the
      circumstances; and, in either case, require in connection therewith the
      surrender of the Option so replaced; or (ii) upon written notice to Executive,
      provide that the unexercised (but exercisable) portion of the Option must be
      exercised within a specified number of days of the date of such notice or it
      will be terminated. In any such case, the Compensation Committee may, in its
      discretion, accelerate the date on which the Option, in whole or in part,
      becomes exercisable. 

     

    
      
        
        

      

      
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    12.  Rights
      as Shareholder.
      Neither
      Executive nor any executor, administrator, distributee or legatee of Executive’s
      estate will have any of the rights or privileges of, a shareholder of the
      Company in respect of any of the Option Shares unless and until those Option
      Shares have been fully paid and certificates representing those Option Shares
      have been endorsed, transferred and delivered, and the name of Executive (or
      of
      Executive’s personal representative, administrator, distributee or legatee of
      Executive’s estate) has been entered as the shareholder of record on the
      Company’s books.

     

    13.  Withholding
      of Taxes.
      The
      Company’s obligation to deliver Options Shares upon exercise of the Option is
      subject to Executive’s satisfaction of any applicable federal, state and local
      income and employment tax and withholding requirements in a manner and form
      satisfactory to the Company. 

     

    14.  No
      Special Employment Rights.
      No
      provision in this Option Agreement will be deemed to grant to Executive any
      right with respect to Executive’s continued employment with, or other engagement
      by, the Company or any subsidiary, parent or affiliate or interfere in any
      way
      with the ability of the Company or any subsidiary, parent or affiliate at any
      time to terminate Executive’s employment or other engagement or to increase or
      decrease Executive’s compensation from the rate in existence at the Grant Date.


     

    15.  Other
      Employee Benefits.
      The
      amount of any compensation deemed to be received by Executive as a result of
      the
      exercise of the Option or the sale of Option Shares received upon the exercise
      will not constitute “earnings” with respect to which any other benefits of
      Executive are determined, including, without limitation, benefits under any
      pension, profit sharing, life insurance or salary continuation plan.


     

    16.  Interpretation
      of this Option Agreement.
      All
      decisions and interpretations made by the Company Board or the Compensation
      Committee with regard to any question arising under this Option Agreement will
      be binding and conclusive on the Company and Executive and any other person
      entitled to exercise the Option as provided for in this Option
      Agreement.

     

    17.  Choice
      of Law.
      This
      Option Agreement is to be governed by the internal law, and not the laws of
      conflicts, of the State of Georgia.

     

    18.  Successors
      and Assigns.
      Subject
      to paragraph 5,
      this
      Option Agreement is to bind and inure to the benefit of and be enforceable
      by
      Executive, the Company and their respective heirs, executors, personal
      representatives, successors and assigns.

     

    19.  Notices.
      Any
      notice provided for in this Option Agreement must be in writing and is to be
      either personally delivered, sent by reputable overnight carrier or mailed
      by
      first class mail, return receipt requested, to the recipient at the address
      indicated as follows:

     

    Notices
      to Executive:
      

     

    Joseph
      A.
      Newcomb

    1048
      Diamond Crest Ct.

    Santa
      Barbara, CA 93110

    


    
      
        
        

      

      
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    Copy
      to:

    


    Joseph
      A.
      Newcomb

    Web.com,
      Inc.

    303
      Peachtree Center Ave., Suite 500

    Atlanta,
      GA 30303

    _

    


    Notices
      to The Company:

     

    Web.com,
      Inc.

    303
      Peachtree Center Avenue

    Suite
      500

    Atlanta,
      Georgia 30303

    Attn:
      Chief Executive Officer

    


    or
      any
      other address or to the attention of any other person as the recipient party
      shall have specified by prior written notice to the sending party. Any notice
      under this Option Agreement will be deemed to have been given when so delivered,
      sent or mailed.

     

    20.  Severability.
      Whenever possible, each provision of this Option Agreement is to be interpreted
      in a manner as to be effective and valid under applicable law, but if any
      provision of this Option Agreement is held to be invalid, illegal or
      unenforceable in any respect under any applicable law or rule in any particular
      jurisdiction, that invalidity, illegality or unenforceability is not to affect
      any other provision or any other jurisdiction, and this Option Agreement shall
      be reformed, construed and enforced in the particular jurisdiction as if the
      invalid, illegal or unenforceable provision had never been contained
      herein.

     

    21.  Complete
      Agreement.
      This
      Option Agreement embodies the complete agreement and understanding between
      the
      parties with respect to the subject matter hereof and effective as of its date
      supersedes and preempts any prior understandings, agreements or representations
      by or between the parties, written or oral, that may have related to the subject
      matter hereof in any way.

     

    22.  Amendment
      and Waiver.
      Subject
      to the next sentence, the provisions of this Option Agreement may be amended
      or
      waived only with the prior written consent of the Company and Executive, and
      no
      course of conduct or failure or delay in enforcing the provisions of this Option
      Agreement is to affect the validity, binding effect or enforceability of this
      Option Agreement. The Company unilaterally may waive any provision of this
      Option Agreement in writing to the extent that the waiver does not adversely
      affect the interests of Executive under this Option Agreement, but the waiver
      is
      not to operate as or be construed to be a subsequent waiver of the same
      provision or a waiver of any other provision of this Option
      Agreement.

     

    [
      SIGNATURE PAGE TO FOLLOW ]

     

    


     

    
      
        
        

      

      
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    The
      parties are signing this Option Agreement as of the date stated in the
      introductory clause.

     

    WEB.COM,
      INC.

    


    


    


    By: 
      /s/ Jonathan B. Wilson

    Name: 
      Jonathan B. Wilson

    Title: 
      Senior Vice President

    


    


    /s/
      Joseph A. Newcomb

    Joseph
      A.
      Newcomb

     

     

     

    
      
        
        

      

      
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