Stock Option Agreement


    EXHIBIT
      10.5

    
 

    INTERLAND,
      INC.

    2006
      EQUITY INCENTIVE PLAN

    NOTICE
      OF GRANT

    (Format
      for Immediate Vest)

     

    This
      Notice of Grant (the "Agreement")
      is
      made and entered into as of the date of grant set forth below (the "Date
      of Grant")
      by and
      between Web.com, Inc., a Minnesota corporation (f/k/a Interland, Inc.) (the
      “Company”),
      and
      the participant named below (the "Participant").
      Capitalized terms not defined herein shall have the meaning ascribed to them
      in
      Interland, Inc. 2006 Equity Incentive Plan.

     

    Participant:        

    Total
      Option Shares:      

    Exercise
      Price Per Share:     $     

    Date
      of Grant:       

    First
      Vesting Date:      100%
      Vested on Date of Grant

    Expiration
      Date:       

     

     

    IN
      WITNESS WHEREOF,
      the
      Company has caused this Agreement to be executed in duplicate by its duly
      authorized representative and Participant has executed this Agreement in
      duplicate, effective as of the Date of Grant.

    


    


    
      	
              WEB.COM,
                INC.

            	
              PARTICIPANT

            
	 	 
	 	 
	
              By:
                

            	 
	
              /s/
                Jeffrey M. Stibel

            	
              ___________________________________

            
	 	
              (Signature)

            
	 	 
	
              Jeffrey
                M. Stibel

            	
              ___________________________________

            
	
              (Please
                print name)

            	
              (Please
                print name)

            
	 	 
	
              Chief
                Executive Officer

            	 
	
              (Please
                print title)

            	 


    


    
      
        
        

      

      
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    TERMS
      AND CONDITIONS

    OF
      NOTICE OF GRANT

    


    1. GRANT
      OF OPTION.
      The
      Company hereby grants to Participant an option (this "OPTION")
      to
      purchase the total number of shares of Common Stock, .01 par value, of the
      Company set forth above as Total Option Shares (the "SHARES")
      at the
      Exercise Price Per Share set forth above (the "EXERCISE
      PRICE"),
      subject to all of the terms and conditions of this Agreement and the
      Plan.

    


    2. EXERCISE
      PERIOD.

    


    2.1 Exercise
      Period of Option.
      Provided Participant continues to provide services to the Company or a
      Subsidiary, the Option will become vested and exercisable as to portions of
      the
      Shares as follows: (i) this Option shall not vest nor be exercisable with
      respect to any of the Shares until the First Vesting Date set forth on the
      first
      page of this Agreement (the "FIRST
      VESTING DATE");
      and
      (ii) on the First Vesting Date the Option will become vested and exercisable
      as
      to one
      hundred percent 100%
      of the
      Shares. If application of the vesting percentage causes a fractional share,
      such
      share shall be rounded down to the nearest whole share for each month except
      for
      the last month in such vesting period, at the end of which last month this
      Option shall become exercisable for the full remainder of the
      Shares.

    


    2.2 Vesting
      of Options.
      Shares
      that are vested pursuant to the schedule set forth in Section 2.1 are
      "VESTED
      SHARES."
      Shares
      that are not vested pursuant to the schedule set forth in Section 2.1 are
      "UNVESTED
      SHARES."

    


    3. TERMINATION.

    


    3.1 Termination
      for Any Reason Except Death, Disability or Cause.
      If
      Participant is Terminated for any reason other than death, Disability or for
      Cause, then the Participant may exercise such Participant's Options only to
      the
      extent that such Options are exercisable upon the Termination Date or as
      otherwise determined by the Committee. Such Options must be exercised by the
      Participant, if at all, as to all or some of the Vested Shares calculated as
      of
      the Termination Date or such other date determined by the Committee, within
      thirty (30) days after the Termination Date but in any event, no later than
      the
      expiration date of the Options.

    


    3.2 Termination
      Because of Death or Disability.
      If
      Participant is Terminated because of Participant's death or Disability (or
      the
      Participant dies within thirty (30) days after a Termination other than for
      Cause), then Participant's Options may be exercised only to the extent that
      such
      Options are exercisable by Participant on the Termination Date or as otherwise
      determined by the Committee. Such options must be exercised by Participant
      (or
      Participant's legal representative or authorized assignee), if at all, as to
      all
      or some of the Vested Shares calculated as of the Termination Date or such
      other
      date determined by the Committee, within twelve (12) months after the
      Termination Date but in any event no later than the expiration date of the
      Options.

    


    
      
        
        

      

      
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    3.3 Termination
      for Cause.
      If
      Participant is terminated for Cause, then Participant's Options shall expire
      on
      such Participant's Termination Date, or at such later time and on such
      conditions as are determined by the Committee.

    


    3.4 No
      Obligation to Employ.
      Nothing
      in the Plan or this Agreement shall confer on Participant any right to continue
      in the employ of, or other relationship with, The Company or a Subsidiary or
      limit in any way the right of The Company or a Subsidiary to terminate
      Participant's employment or other relationship at any time, with or without
      Cause.

    


    3.5 Confidentiality.
      Participant agrees that information regarding this Option, including, but not
      limited to, the issuance of the Option to Participant and the number of Shares
      subject to the Option, is The Company confidential information, and is subject
      to Participant's obligations to maintain such information in confidence.
      Participant agrees not to disclose such information to any third party, except
      to his or her immediate family members, accountants, financial advisors and
      attorneys (each of whom shall be informed of the confidential nature of the
      information and agree not to disclose the information to any third party),
      or as
      required by law. Participant agrees that the Committee may, at its discretion,
      immediately terminate all or part of this Option if Participant violates this
      Section 3.5.

    


    4. MANNER
      OF EXERCISE.

    


    4.1 Stock
      Option Exercise Agreement.
      To
      exercise this Option, Participant (or in the case of exercise after
      Participant's death or incapacity, Participant's executor, administrator, heir
      or legatee, as the case may be) must deliver to The Company an executed stock
      option exercise agreement in such form as may be approved by the Committee
      from
      time to time (the "EXERCISE
      AGREEMENT"),
      which
      shall set forth, inter alia,
      (i)
      Participant's election to exercise the Option, (ii) the number of Shares being
      purchased, (iii) any restrictions imposed on the Shares and (iv) any
      representations, warranties and agreements regarding Participant's investment
      intent and access to information as may be required by The Company to comply
      with applicable securities laws. If someone other than Participant exercises
      the
      Option, then such person must submit documentation reasonably acceptable to
      The
      Company verifying that such person has the legal right to exercise the Option
      and such person shall be subject to all of the restrictions contained herein
      as
      if such person were the Participant.

    


    4.2 Limitations
      on Exercise.
      The
      Option may not be exercised unless such exercise is in compliance with all
      applicable federal and state securities laws, as they are in effect on the
      date
      of exercise. The Option may not be exercised as to fewer than one hundred (100)
      Shares unless it is exercised as to all Shares as to which the Option is then
      exercisable.

    


    
      
        
        

      

      
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    4.3 Payment.
      The
      Exercise Agreement shall be accompanied by full payment of the Exercise Price
      for the shares being purchased in cash (by check), or where permitted by
      law:

    


    (a)
      by
      cancellation of indebtedness of the Company or a Subsidiary to the
      Participant;

    


    (b)
      by
      surrender of shares of the Company's Common Stock that (i) either (A) have
      been
      owned by Participant for more than six (6) months and have been paid for within
      the meaning of SEC Rule 144 (and, if such shares were purchased from The Company
      by use of a promissory note, such note has been fully paid with respect to
      such
      shares); or (B) were obtained by Participant in the open public market; and
      (ii)
      are clear of all liens, claims, encumbrances or security interests;

    


    (c)
      by
      waiver of compensation due or accrued to Participant from the Company or a
      Subsidiary for services rendered;

    


    (d)
      provided that a public market for The Company's stock exists: (i) through a
      "same day sale" commitment from Participant and a broker-dealer that is a member
      of the National Association of Securities Dealers (an "NASD
      DEALER")
      whereby Participant irrevocably elects to exercise the Option and to sell a
      portion of the Shares so purchased sufficient to pay for the total Exercise
      Price and whereby the NASD Dealer irrevocably commits upon receipt of such
      Shares to forward the total Exercise Price directly to The Company, or (ii)
      through a "margin" commitment from Participant and an NASD Dealer whereby
      Participant irrevocably elects to exercise the Option and to pledge the Shares
      so purchased to the NASD Dealer in a margin account as security for a loan
      from
      the NASD Dealer in the amount of the total Exercise Price, and whereby the
      NASD
      Dealer irrevocably commits upon receipt of such Shares to forward the total
      Exercise Price directly to The Company; or

    


    (e)
      any
      other form of consideration approved by the Committee; or

    


    (f)
      by
      any combination of the foregoing.

    


    4.4 Tax
      Withholding.
      Prior
      to the issuance of the Shares upon exercise of the Option, Participant must
      pay
      or provide for any applicable federal, state and local withholding obligations
      of the Company or any Subsidiary. If the Committee permits, Participant may
      provide for payment of withholding taxes upon exercise of the Option by
      requesting that the Company retain the minimum number of Shares with a Fair
      Market Value equal to the minimum amount of taxes required to be withheld;
      but
      in no event will the Company withhold Shares if such withholding would result
      in
      adverse accounting consequences to the Company or any Subsidiary. In such case,
      the Company shall issue the net number of Shares to the Participant by deducting
      the Shares retained from the Shares issuable upon exercise.

    


    
      
        
        

      

      
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    4.5 Issuance
      of Shares.
      Provided that the Exercise Agreement and payment are in form and substance
      satisfactory to counsel for the Company, the Company shall issue the Shares
      registered in the name of Participant, Participant's authorized assignee, or
      Participant's legal representative, and shall deliver certificates representing
      the Shares with the appropriate legends affixed thereto.

    


    5. CORPORATE
      TRANSACTIONS.

    


    5.1 Assumption
      or Replacement of Options by Successor.
      In the
      event of a Change in Control all outstanding Options shall become fully
      exercisable, and such Options shall be assumed or replaced by the Acquiring
      Corporation which assumption, conversion or replacement will be binding on
      all
      Participants.

    


    5.2 Replacement
      Awards.
      Replacement Options shall be at least as favorable to Participants in every
      respect as those replaced.

    


    5.3 Other
      Treatment of Options.
      Subject
      to any greater rights granted to Participants under the foregoing provisions
      of
      this Section 5, in the event of the occurrence of any transaction described
      in
      Section 5.1 hereof, any outstanding Options will be treated as provided in
      the
      applicable agreement or plan of merger, consolidation, dissolution, liquidation
      or sale of assets.

    


    6. COMPLIANCE
      WITH LAWS AND REGULATIONS.
      The
      exercise of the Option and the issuance and transfer of Shares shall be subject
      to compliance by The Company and Participant with all applicable requirements
      of
      federal and state securities laws and with all applicable requirements of any
      stock exchange on which The Company's Common Stock may be listed at the time
      of
      such issuance or transfer. Participant understands that neither the Company
      nor
      any Subsidiary is under any obligation to register or qualify the Shares with
      the SEC, any state securities commission or any stock exchange to effect such
      compliance.

    


    7. NONTRANSFERABILITY
      OF OPTION.
      The
      Option may not be transferred in any manner other than by will or by the laws
      of
      descent and distribution or as determined by the Committee. The terms of the
      Option shall be binding upon the executors, administrators, successors and
      assigns of Participant. Unless otherwise restricted by the Committee, the Option
      shall be exercisable: (i) during the Participant's lifetime only by (A) the
      Participant, (B) the Participant's guardian or legal representative, (C) a
      Family Member of the Participant who has acquired the Option by "permitted
      transfer;" and (ii) after Participant's death, by the legal representative
      of
      the Participant's heirs or legatees. "Permitted transfer" means, as authorized
      by this Plan and the Committee in an Option, any transfer effected by the
      Participant during the Participant's lifetime of an interest in such Option
      but
      only such transfers which are by gift or domestic relations order. A permitted
      transfer does not include any transfer for value and neither of the following
      are transfers for value: (a) a transfer of under a domestic relations order
      in
      settlement of marital property rights or (b) a transfer to an entity in which
      more than fifty percent of the voting interests are owned by Family Members
      or
      the Participant in exchange for an interest in that entity.

    


    
      
        
        

      

      
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    8. TAX
      CONSEQUENCES.
      Set
      forth below is a brief summary as of the Effective Date of the Plan of some
      of
      the tax consequences of exercise of the Option and disposition of the Shares.
      THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE
      SUBJECT TO CHANGE. PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING
      THE OPTION OR DISPOSING OF THE SHARES.

    


    8.1 Exercise
      of Nonqualified Stock Option.
      There
      may be a regular federal and state income tax liability upon the exercise of
      the
      Option. Participant will be treated as having received compensation income
      (taxable at ordinary income tax rates) equal to the excess, if any, of the
      Fair
      Market Value of the Shares on the date of exercise over the Exercise Price.
      If
      Participant is a current or former employee of the Company or a Subsidiary,
      the
      Company may be required to withhold from Participant's compensation or collect
      from Participant and pay to the applicable taxing authorities an amount equal
      to
      a percentage of this compensation income at the time of exercise.

    


    8.2 Disposition
      of Shares.
      The
      following tax consequences may apply upon disposition of the Shares. If the
      Shares are held for more than twelve (12) months after the date of purchase
      of
      the Shares pursuant to the exercise of an Option, any gain realized on
      disposition of the Shares will be treated as long term capital gain. If the
      Shares are disposed of within this twelve (12) month period, any gain realized
      on such disposition will be treated as compensation income. The Company may
      be
      required to withhold from the Participant's compensation or collect from the
      Participant and pay to the applicable taxing authorities an amount equal to
      a
      percentage of this compensation income.

    


    9. PRIVILEGES
      OF STOCK OWNERSHIP.
      Participant shall not have any of the rights of a stockholder with respect
      to
      any Shares until the Shares are issued to Participant.

    


    10. INTERPRETATION.
      Any
      dispute regarding the interpretation of this Agreement shall be submitted by
      Participant or the Company to the Committee for review. The resolution of such
      a
      dispute by the Committee shall be final and binding on the Company and
      Participant.

    


    11. ENTIRE
      AGREEMENT.
      The
      Plan is incorporated herein by reference. This Agreement and the Plan constitute
      the entire agreement of the parties and supersede all prior undertakings and
      agreements with respect to the subject matter hereof.

    


    12. NOTICES.
      Any
      notice required to be given or delivered to the Company under the terms of
      this
      Agreement shall be in writing and addressed to the Corporate Secretary of the
      Company at its principal corporate offices. Any notice required to be given
      or
      delivered to Participant shall be in writing and addressed to Participant at
      the
      address indicated above or to such other address as such party may designate
      in
      writing from time to time to the Company. All notices shall be deemed to have
      been given or delivered upon: (i) personal delivery; (ii) three (3) days after
      deposit in the United States mail by certified or registered mail (return
      receipt requested); (iii) one (1) business day after deposit with any return
      receipt express courier (prepaid); or (iv) one (1) business day after
      transmission by facsimile, rapifax or telecopier.

    


    
      
        
        

      

      
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    13. SUCCESSORS
      AND ASSIGNS.
      The
      Company may assign any of its rights under this Agreement. This Agreement shall
      be binding upon and inure to the benefit of the successors and assigns of the
      Company. Subject to the restrictions on transfer set forth herein, this
      Agreement shall be binding upon Participant and Participant's heirs, executors,
      administrators, legal representatives, successors and assigns.

    


    14. GOVERNING
      LAW.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Minnesota. If any provision of this Agreement is determined by a court
      of law to be illegal or unenforceable, then such provision will be enforced
      to
      the maximum extent possible and the other provisions will remain fully effective
      and enforceable. 

    


    15. ACCEPTANCE.
      Participant hereby acknowledges receipt of a copy of the Plan and this
      Agreement. Participant has read and understands the terms and provisions
      thereof, and accepts the Option subject to all the terms and conditions of
      the
      Plan and this Agreement. Participant acknowledges that there may be adverse
      tax
      consequences upon exercise of the Option or disposition of the Shares and that
      Participant should consult a tax adviser prior to such exercise or
      disposition.

    


    
       

      
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