exv10w28






Exhibit 10.28




ANCESTRY.COM INC.

GRANT NOTICE FOR 2009 STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTIONS FOR NONEMPLOYEE DIRECTORS




FOR GOOD AND VALUABLE CONSIDERATION, Ancestry.com Inc. (the “Company”), hereby grants to
Participant named below the nonqualified stock option (the “Option”) to purchase any part or all of
the number of shares of its common stock, par value $0.001 (the “Common Stock”), that are covered
by this Option, as specified below, at the Exercise Price per share specified below and upon the
terms and subject to the conditions set forth in this Grant Notice, the Ancestry.com Inc. 2009
Stock Incentive Plan (the “Plan”) and the Standard Terms and Conditions for Nonqualified Stock
Options for Nonemployee Directors (the “Standard Terms and Conditions”) promulgated under such
Plan, each as amended from time to time. This Option is granted pursuant to the Plan and is
subject to and qualified in its entirety by the Standard Terms and Conditions.



	 	 	 	 	 
	Name of Participant:
	 	 	 	 
	Grant Date:
	 	 	 	 
	Number of Shares of Common Stock covered by Option:
	 	 	 	 
	Exercise Price Per Share:
	 	$	 	 
	Expiration Date:
	 	 	 	 
	Vesting Schedule:
	 	 	 	 






This Option is not intended to qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended. By accepting this Grant Notice, Participant
acknowledges that he or she has received and read, and agrees that this Option shall be subject to,
the terms of this Grant Notice, the Plan and the Standard Terms and Conditions.



	 	 	 	 	 
	ANCESTRY.COM INC.	 	 
	 

	 	 	 	 
	 

	 	 	 	Participant Signature
	By

	 	 	 	 
	 

	 	 	 	 
	Title:

	 	 	 	Address (please print):
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





 









 





ANCESTRY.COM INC.

STANDARD TERMS AND CONDITIONS FOR

NONQUALIFIED STOCK OPTIONS FOR NONEMPLOYEE DIRECTORS




These Standard Terms and Conditions apply to the Options granted pursuant to the Ancestry.com Inc.
2009 Stock Incentive Plan (the “Plan”), which are identified as nonqualified stock options granted
to Non-employee Directors and are evidenced by a Grant Notice or an action of the Administrator
that specifically refers to these Standard Terms and Conditions. In addition to these Terms and
Conditions, the Option shall be subject to the terms of the Plan, which are incorporated into these
Standard Terms and Conditions by this reference. Capitalized terms not otherwise defined herein
shall have the meaning set forth in the Plan.




	1.	 	TERMS OF OPTION
	 
	 	 	Ancestry.com Inc. (the “Company”), has granted to the Participant named in the Grant Notice
provided to said Participant herewith (the “Grant Notice”) a nonqualified stock option (the
“Option”) to purchase up to the number of shares of the Company’s common stock (the “Common
Stock”), set forth in the Grant Notice. The exercise price per share and the other terms
and subject to the conditions of the Option are set forth in the Grant Notice, these
Standard Terms and Conditions (as amended from time to time), and the Plan. For purposes of
these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall
include a reference to any Subsidiary.
	 
	2.	 	NON-QUALIFIED STOCK OPTION
	 
	 	 	The Option is not intended to be an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”) and will be interpreted accordingly.
	 
	3.	 	EXERCISE OF OPTION
	 
	 	 	The Option shall not be exercisable as of the Grant Date set forth in the Grant Notice.
After the Grant Date, to the extent not previously exercised, and subject to termination or
acceleration as provided in these Standard Terms and Conditions and the Plan, the Option
shall be exercisable only to the extent it becomes vested, as described in the Grant Notice
or the terms of the Plan, to purchase up to that number of shares of Common Stock as set
forth in the Grant Notice, provided that (except as set forth in Section 4.A below) the
Participant does not experience a Termination of Employment.
	 
	 	 	To exercise the Option (or any part thereof), the Participant shall deliver to the Company a
“Notice of Exercise” on a form specified by the Administrator, specifying the number of
whole shares of Common Stock the Participant wishes to purchase and how the Participant’s
shares of Common Stock should be registered (in the Participant’s name only or in the
Participant’s and the Participant’s spouse’s names as community property or as joint tenants
with right of survivorship).




 









 






	 	 	The exercise price (the “Exercise Price”) of the Option is set forth in the Grant Notice.
The Company shall not be obligated to issue any shares of Common Stock until the Participant
shall have paid the total Exercise Price for that number of shares of Common Stock. The
Exercise Price may be paid in Common Stock, cash or a combination thereof, including an
irrevocable commitment by a broker to pay over such amount from a sale of the Common Stock
issuable under the Option, the delivery of previously owned Common Stock, withholding of
shares of Common Stock deliverable upon exercise of the Option, or in such other manners as
may be permitted by the Administrator.
	 
	 	 	Fractional shares may not be exercised. Shares of Common Stock will be issued as soon as
practical after exercise. Notwithstanding the above, the Company shall not be obligated to
deliver any shares of Common Stock during any period when the Company determines that the
exercisability of the Option or the delivery of shares of Common Stock hereunder would
violate any federal, state or other applicable laws.
	 
	4.	 	EXPIRATION OF OPTION
	 
	 	 	The Option shall expire and cease to be exercisable as of the earlier of (a) the Expiration
Date set forth in the Grant Notice or (b) the date specified below in connection with the
Participant’s Termination of Employment:






	 	A.	 	If the Participant’s Termination of Employment is by reason of death or
Disability, the Participant (or the Participant’s estate, beneficiary or legal
representative) may exercise the Option (regardless of whether then vested or
exercisable) until the one-year anniversary of the date of such Termination of
Employment.
	 
	 	B.	 	If the Participant’s Termination of Employment is for any reason other than
death, Disability or Cause, the Participant may exercise any portion of the Option that
is vested and exercisable at the time of such Termination of Employment until the
90-day anniversary of the date of such Termination of Employment. Any portion of the
Option that is not vested and exercisable at the time of such Termination of Employment
shall be forfeited and canceled as of the date of such Termination of Employment.
	 
	 	C.	 	If the Participant’s Termination of Employment is by the Company for Cause, the
entire Option, whether or not then vested and exercisable, shall be immediately
forfeited and canceled as of the date of such Termination of Employment.






	5.	 	CHANGE IN CONTROL
	 
	 	 	Unless otherwise provided in another agreement between the Company and the Participant, the
Option shall become fully vested and exercisable immediately prior to a Change in Control.




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	6.	 	RESTRICTIONS ON RESALES OF SHARES ACQUIRED PURSUANT TO OPTION EXERCISE
	 
	 	 	The Company may impose such restrictions, conditions or limitations as it determines
appropriate as to the timing and manner of any resales by the Participant or other
subsequent transfers by the Participant of any shares of Common Stock issued as a result of
the exercise of the Option, including without limitation (a) restrictions under an insider
trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner
of sales by Participant and other optionholders and (c) restrictions as to the use of a
specified brokerage firm for such resales or other transfers.
	 
	7.	 	NON-TRANSFERABILITY OF OPTION
	 
	 	 	Except as permitted by the Administrator or as permitted under the Plan, the Participant may
not assign or transfer the Option to anyone other than by will or the laws of descent and
distribution and the Option shall be exercisable only by the Participant during his or her
lifetime. The Company may cancel the Participant’s Option if the Participant attempts to
assign or transfer it in a manner inconsistent with this Section 7.
	 
	8.	 	OTHER AGREEMENTS SUPERSEDED
	 
	 	 	The Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire
understanding between the Participant and the Company regarding the Option. Any prior
agreements, commitments or negotiations concerning the Option are superseded.
	 
	9.	 	LIMITATION OF INTEREST IN SHARES SUBJECT TO OPTION
	 
	 	 	Neither the Participant (individually or as a member of a group) nor any beneficiary or
other person claiming under or through the Participant shall have any right, title,
interest, or privilege in or to any shares of Common Stock allocated or reserved for the
purpose of the Plan or subject to the Grant Notice or these Standard Terms and Conditions
except as to such shares of Common Stock, if any, as shall have been issued to such person
upon exercise of the Option or any part of it. Nothing in the Plan, in the Grant Notice,
these Standard Terms and Conditions or any other instrument executed pursuant to the Plan
shall confer upon the Participant any right to continue in the Company’s employ or service
nor limit in any way the Company’s right to terminate the Participant’s employment or
service at any time for any reason.
	 
	10.	 	GENERAL
	 
	 	 	In the event that any provision of these Standard Terms and Conditions is declared to be
illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such
provision shall be reformed, if possible, to the extent necessary to render it legal, valid
and enforceable, or otherwise deleted, and the remainder of these Standard Terms and
Conditions shall not be affected except to the extent necessary to reform or delete such
illegal, invalid or unenforceable provision.




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	 	 	The headings preceding the text of the sections hereof are inserted solely for convenience
of reference, and shall not constitute a part of these Standard Terms and Conditions, nor
shall they affect its meaning, construction or effect.
	 
	 	 	These Standard Terms and Conditions shall inure to the benefit of and be binding upon the
parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
	 
	 	 	These Standard Terms and Conditions shall be construed in accordance with and governed by
the laws of the State of Delaware, without regard to principles of conflicts of law.
	 
	 	 	All questions arising under the Plan or under these Standard Terms and Conditions shall be
decided by the Administrator in its total and absolute discretion.
	 
	11.	 	ELECTRONIC DELIVERY
	 
	 	 	By executing the Grant Notice, the Participant hereby consents to the delivery of
information (including, without limitation, information required to be delivered to the
Participant pursuant to applicable securities laws) regarding the Company and the
Subsidiaries, the Plan, the Option and the Common Stock via Company web site or other
electronic delivery.






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