Restricted Stock Agreement


    EXHIBIT
      10.4

    
 

    
      WEB.COM,
        INC.
2006 EQUITY
      INCENTIVE PLAN

    NOTICE
      OF GRANT

    (Format
      for Restricted Stock - 5 Year 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
        Web.com, Inc. 2006 Equity Incentive Plan (f/k/a the Interland, Inc. 2006
        Equity
        Incentive Plan). 

       

    

    Participant:        

    Shares
      of Restricted Stock:      

    Date
      of Grant:       

    First
      Vesting Date:      On
      month following Date of Grant

     

    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)

              	 


      

    

     

    
 

    
      
        1

        
        

      

      
        
          

        

      

      
        
        

      

    


    TERMS
      AND CONDITIONS

    OF
      NOTICE OF GRANT

    


    1. GRANT
      OF SHARES.
      The
      Company hereby grants to Participant the shares of the Company’s Common Stock,
      .01 par value, set forth above as Shares of Restricted Stock (the "SHARES"),
      subject to all of the terms and conditions of this Agreement and the
      Plan.

    


    2. VESTING.

    


    2.1 Vesting
      Period.
      Provided Participant continues to provide services to the Company or a
      Subsidiary, the Shares will become vested as follows: (i) no Shares will vest
      until the First Vesting Date set forth on the first page of this Agreement
      (the
      "FIRST
      VESTING DATE");
      (ii)
      on the First Vesting Date 1.67%
      of the Shares
      will
      become fully vested and free of any risk of forfeiture on the part of the
      Participant; and (iii) thereafter at each of the fifty-nine (59) succeeding
      monthly anniversaries of the First Vesting Date an additional 1.67%
      of the Shares
      will
      become fully vested and free of any risk of forfeiture on the part of the
      Participant until the Shares are vested with respect 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 all remaining Unvested Shares shall become fully vested. 

    


    2.2 Vesting.
      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
      If
      Participant is Terminated for any reason (including for death or Disability),
      then vesting of the Shares will cease on the Termination Date and the
      Participant will not receive any further Vested Shares after the Termination
      Date. 

    


    3.2 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.

    


    3.3 Confidentiality.
      Participant agrees that information regarding this Notice of Grant, including,
      but not limited to, the issuance of the Shares to Participant and the number
      of
      Shares subject hereto, is 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 grant if Participant violates this
      Section 3.5.

    
 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    4. MANNER
      OF EXERCISE.

    


    4.1 Reserved

    


    4.2 Reserved

    


    4.3 Reserved

    


    4.4 Tax
      Withholding.
      Prior
      to the issuance of the Shares, 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 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.

     

    5. CORPORATE
      TRANSACTIONS.

    


    5.1 Acceleration
      of Vesting.
      In the
      event of a Change in Control all outstanding Unvested Shares shall become fully
      vested, and such Shares 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 Shares shall be at least as favorable to Participants in every
      respect as those replaced.

    


    5.3 Other
      Treatment.
      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 Unvested Shares 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
      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.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    7. NONTRANSFERABILITY.
      Unvested Shares 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 this Notice of Grant shall be binding upon the executors,
      administrators, successors and assigns of Participant. 

    


    8. TAX
      CONSEQUENCES.
      

    


    (a) THE
      ISSUANCE AND VESTING OF THE SHARES PURSUANT TO THIS AGREEMENT INVOLVES
      SUBSTANTIAL TAX CONSIDERATIONS, INCLUDING, WITHOUT LIMITATION, CONSIDERATION
      OF
      THE ADVISABILITY OF THE PARTICIPANT MAKING AN ELECTION UNDER SECTION 83(B)
      OF
      THE INTERNAL REVENUE CODE.
      THE
      PARTICIPANT HAS CONSULTED HIS OR HER OWN TAX ADVISOR WITH RESPECT TO THE
      TRANSACTIONS DESCRIBED IN THIS AGREEMENT. THE COMPANY MAKES NO WARRANTIES OR
      REPRESENTATIONS WHATSOEVER TO THE PARTICIPANT REGARDING THE TAX CONSEQUENCES
      OF THE PARTICIPANT'S RECEIPT AND/OR VESTING OF THE SHARES PURSUANT TO THIS
      AGREEMENT.

     

    (b) If
      the
      Participant elects, in accordance with Section 83(b) of the Code, to recognize
      ordinary income in the year the Shares are granted to the Participant, the
      Company may require at the time of such election an additional payment for
      withholding tax purposes based on the fair market value of such Shares as of
      the
      grant date.

     

    
      9. PRIVILEGES
        OF STOCK OWNERSHIP. Participant will have all of the rights of a
        shareholder of the Company with respect to all of the Shares (including the
        right to vote on matters for which a vote of shareholders is permitted or
        required), regardless of whether the Shares are Vested or Unvested, except
        as
        otherwise expressly set forth in this Agreement. 

       

    

    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.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    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 this grant of Shares subject to all the terms and
      conditions of the Plan and this Agreement. Participant acknowledges that there
      may be adverse tax consequences upon this grant of Shares and that Participant
      should consult a tax adviser with respect to such consequences. 

    


    
      
        
        

      

      
        5