QuickLinks
 -- Click here to rapidly navigate through this document
  



 
 

Exhibit 10.6    
    


 
 

FASTCLICK, INC.
  2005 EQUITY INCENTIVE PLAN    
    


        1.     Purpose of the Plan. The purpose of this Plan is to encourage ownership in the Company by key
personnel whose long-term service is considered essential to the Company's continued progress and, thereby, encourage recipients to act in the stockholders' interest and share in the
Company's success. 


        2.     Definitions. As used herein, the following definitions shall apply: 


        "Act"
shall mean the Securities Act of 1933, as amended. 


        "Administrator"
shall mean the Board, any Committees or such delegates as shall be administering the Plan in accordance with Section 4 of the Plan. 



        "Affiliate"
shall mean any parent or subsidiary of the Company, as determined by the Administrator. The terms "parent" and "subsidiary" shall have the meaning provided for in
Rule 405 of the Act. 


        "Applicable
Laws" shall mean the requirements relating to the administration of stock plans under federal and state laws, any stock exchange or quotation system on which the Company has
listed or submitted for quotation the Common Stock to the extent provided under the terms of the Company's
agreement with such exchange or quotation system and, with respect to Awards subject to the laws of any foreign jurisdiction where Awards are, or will be, granted under the Plan, to the laws of such
jurisdiction. 


        "Award"
shall mean, individually or collectively, a grant under the Plan of Options, Stock Awards, SARs, or Cash Awards. 


        "Awardee"
shall mean a Service Provider who has been granted an Award under the Plan. 


        "Award
Agreement" shall mean an Option Agreement, Stock Award Agreement, SAR Award Agreement, and/or Cash Award Agreement, which may be in written or electronic format, in such form and
with such terms as may be specified by the Administrator, evidencing the terms and conditions of an individual Award. Each Award Agreement is subject to the terms and conditions of the Plan. 



        "Award
Transfer Program" shall mean any program instituted by the Administrator which would permit Participants the opportunity to transfer any outstanding Awards to a financial
institution or other person or entity selected by the Administrator. 


        "Board"
shall mean the Board of Directors of the Company. 


        "Cash
Award" shall mean a bonus opportunity awarded under Section 13 pursuant to which a Participant may become entitled to receive an amount based on the satisfaction of such
performance criteria as are specified in the agreement or other documents evidencing the Award (the "Cash Award Agreement"). 


        "Change
in Control" shall mean any of the following, unless the Administrator provides otherwise: 



        (i)    any
merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose stockholders did not own all
or substantially all of the Common Stock in substantially the same proportions as immediately prior to such transaction); 



        (ii)   the
sale of all or substantially all of the Company's assets to any other person or entity (other than a wholly-owned subsidiary); 



1







 




        (iii)  the
acquisition of beneficial ownership of a controlling interest (including, without limitation, power to vote) in the outstanding shares of Common Stock by any
person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act); 


        (iv)  the
dissolution or liquidation of the Company; 


        (v)   a
contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to
constitute a majority of the Board; or 


        (vi)  any
other event specified by the Board or a Committee, regardless of whether at the time an Award is granted or thereafter. 




        Notwithstanding
the foregoing, the term "Change in Control" shall not include any under written public offering of Shares registered under the Act. 


        "Code"
shall mean the Internal Revenue Code of 1986, as amended. 


        "Committee"
shall mean a committee of Directors appointed by the Board in accordance with Section 4 of the Plan. 


        "Common
Stock" shall mean the common stock of the Company. 


        "Company"
shall mean Fastclick, Inc., a Delaware corporation, or its successor. 


        "Consultant"
shall mean any person engaged by the Company or any Affiliate to render services to such entity as an advisor or consultant. 


        "Conversion
Award" has the meaning set forth in Section 4(b)(xii) of the Plan. 


        "Director"
shall mean a member of the Board. 


        "Dividend
Equivalent" shall mean a credit, made at the discretion of the Administrator, to the account of a Participant in an amount equal to the cash dividends paid on one Share for
each Share represented by an Award held by such Participant. 


        "Employee"
shall mean a regular, active employee of the Company or any Affiliate, including an Officer and/or Director. Within the limitations of Applicable Law, the Administrator shall
have the discretion to determine the effect upon an Award and upon an individual's status as an Employee in the case of (i) any individual who is classified by the Company or its Affiliate as
leased from or otherwise employed by a third party or as intermittent or temporary, even if any such classification is changed retroactively as a result of an audit, litigation or otherwise,
(ii) any leave of absence approved by the Company or an Affiliate, (iii) any transfer between locations of employment with the Company or an Affiliate or between the Company and any
Affiliate or between any Affiliates, (iv) any change in the Awardee's status from an employee to a Consultant or Director, and (v) at the request of the Company or an Affiliate an
employee becomes employed by any partnership, joint venture or corporation not meeting the requirements of an Affiliate in which the Company or an Affiliate is a party. 


        "Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended. 


        "Fair
Market Value" shall mean, unless the Administrator determines otherwise, as of any date, the average of the highest and lowest quoted sales prices for such Common Stock as of such
date (or if no sales were reported on such date, the average on the last preceding day on which a sale was made), as reported in such source as the Administrator shall determine. 



        "Grant
Date" shall mean the date upon which an Award is granted to an Awardee pursuant to this Plan. 


2







 



        "Incentive
Stock Option" shall mean an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated
thereunder. 


        "Nonstatutory
Stock Option" shall mean an Option not intended to qualify as an Incentive Stock Option. 



        "Officer"
shall mean a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 


        "Option"
shall mean a right granted under Section 8 of the Plan to purchase a certain number of Shares at such exercise price, at such times, and on such other terms and
conditions as are specified in the agreement or other documents evidencing the Award (the "Option Agreement"). Both Options intended to qualify as Incentive Stock Options and Nonstatutory Stock
Options may be granted under the Plan. 


        "Participant"
shall mean the Awardee or any person (including any estate) to whom an Award has been assigned or transferred as permitted hereunder. 


        "Plan"
shall mean this Fastclick, Inc. 2005 Equity Incentive Plan. 


        "Qualifying
Performance Criteria" shall have the meaning set forth in Section 14(b) of the Plan. 


        "Related
Corporation" shall mean any parent or subsidiary (as defined in Sections 424(e) and (f) of the Code) of the Company. 



        "Service
Provider" shall mean an Employee, Director, or Consultant. 


        "Share"
shall mean a share of the Common Stock, as adjusted in accordance with Section 15 of the Plan. 


        "Stock
Award" shall mean an award or issuance of Shares or Stock Units made under Section 11 of the Plan, the grant, issuance, retention, vesting and/or transferability of which
is subject during specified periods of time to such conditions (including continued service or performance conditions) and terms as are expressed in the agreement or other documents evidencing the
Award (the "Stock Award Agreement"). 


        "Stock
Appreciation Right" or "SAR" shall mean an Award, granted alone or in connection with an Option, that pursuant to Section 12 of the Plan is designated as a SAR. The terms
of the SAR are expressed in the agreement or other documents evidencing the Award (the "SAR Agreement"). 


        "Stock
Unit" shall mean a bookkeeping entry representing an amount equivalent to the fair market value of one Share, payable in cash, property or Shares. Stock Units represent an
unfunded and unsecured obligation of the Company, except as otherwise provided for by the Administrator. 



        "10%
Stockholder" shall mean the owner of stock (as determined under Section 424(d) of the Code) possessing more than 10% of the total combined voting power of all classes of
stock of the Company (or any Related Corporation). 


        "Termination
of Service" shall mean ceasing to be a Service Provider. However, for Incentive Stock Option purposes, Termination of Service will occur when the Awardee ceases to be an
employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company or one of its Related Corporations. The Administrator shall
determine whether any corporate transaction, such as a sale or spin-off of a division or business unit, or a joint venture, shall be deemed to result in a Termination of Service. 



        "Total
and Permanent Disability" shall have the meaning set forth in Section 22(e)(3) of the Code. 


3







 



        3.     Stock Subject to the Plan. 


        (a)   Aggregate Limits.



        (i)    Subject
to the adjustments provided for in Section 15 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan through Awards is
800,000 Shares. Notwithstanding the foregoing, the maximum aggregate number of Shares that may be issued under the Plan through Incentive Stock Options is 800,000 Shares, subject to the adjustments
provided for in Section 15 of the Plan. 


        (ii)   Upon
payment in Shares pursuant to the exercise of an Award, the number of Shares available for issuance under the Plan shall be reduced only by the number of Shares
actually issued in such payment.
If any outstanding Award expires or is terminated or canceled without having been exercised or settled in full, or if Shares acquired pursuant to an Award subject to forfeiture or repurchase are
forfeited or repurchased by the Company, the Shares allocable to the terminated portion of such Award or such forfeited or repurchased Shares shall again be available to grant under the Plan.
Notwithstanding the foregoing, the aggregate number of shares of Common Stock that may be issued under the Plan upon the exercise of Incentive Stock Options shall not be increased for restricted
Shares that are forfeited or repurchased. Notwithstanding anything in the Plan, or any Award Agreement to the contrary, Shares attributable to Awards transferred under any Award Transfer Program shall
not be again available for grant under the Plan. The Shares subject to the Plan may be either Shares reacquired by the Company, including Shares purchased in the open market, or authorized but
unissued Shares. 




        (b)   Code Section 162(m) Limit. Subject to the provisions of Section 15 of the Plan, the aggregate number of
Shares subject to Awards granted under this Plan during any calendar year to any one Awardee shall not exceed 80,000, except that in connection with his or her initial service, an Awardee may be
granted Awards covering up to an additional 100,000 Shares. Notwithstanding anything to the contrary in the Plan, the limitations set forth in this Section 3(b) shall be subject to adjustment
under Section 15 of the Plan only to the extent that such adjustment will not affect the status of any Award intended to qualify as "performance based compensation" under Code
Section 162(m). 


        4.     Administration of the Plan.


        (a)   Procedure. 



        (i)    Multiple Administrative Bodies. The Plan shall be administered by the Board, a Committee and/or their delegates. 



        (ii)   Section 162. To the extent that the Administrator determines it to be desirable to qualify Awards granted
hereunder as "performance-based compensation" within the meaning of Section 162(m) of the Code, Awards to "covered employees" within the meaning of Section 162(m) of the Code or
Employees that the Committee determines may be "covered employees" in the future shall be made by a Committee of two or more "outside directors" within the meaning of Section 162(m) of the
Code. 


        (iii)  Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under
Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3"), Awards to Officers and Directors shall be made in such a manner to satisfy the requirement for
exemption under Rule 16b-3. 


        (iv)  Other Administration. The Board or a Committee may delegate to an authorized Officer or Officers of the Company the
power to approve Awards to persons eligible to receive Awards under the Plan who are not (A) subject to Section 16 of the Exchange Act or (B) at the time of such approval,
"covered employees" under Section 162(m) of the Code. 


        (v)   Delegation of Authority for the Day-to-Day Administration of the Plan. Except to the extent
prohibited by Applicable Law, the Administrator may delegate to one or more individuals the 



4







 




day-to-day
administration of the Plan and any of the functions assigned to it in this Plan. Such delegation may be revoked at any time. 




        (b)   Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee or delegates acting as
the Administrator, subject to the specific duties delegated to such Committee or delegates, the Administrator shall have the authority, in its discretion: 



        (i)    to
select the Service Providers of the Company or its Affiliates to whom Awards are to be granted hereunder; 


        (ii)   to
determine the number of shares of Common Stock to be covered by each Award granted hereunder; 


        (iii)  to
determine the type of Award to be granted to the selected Service Provider; 


        (iv)  to
approve the forms of Award Agreements for use under the Plan; 


        (v)   to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not
limited to, the exercise and/or purchase price, the time or times when an Award may be exercised (which may or may not be based on performance criteria), the vesting schedule, any vesting and/or
exercisability, acceleration or waiver of forfeiture restrictions, the acceptable forms of consideration, the term, and any restriction or limitation regarding any Award or the Shares relating
thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine and may be established at the time an Award is granted or thereafter; 


        (vi)  to
correct administrative errors; 


        (vii) to
construe and interpret the terms of the Plan (including sub-plans and Plan addenda) and Awards granted pursuant to the Plan; 


        (viii) to
adopt rules and procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without
limiting the generality of the foregoing, the Administrator is specifically authorized (A) to adopt the rules and procedures regarding the conversion of local currency, withholding procedures
and handling of stock certificates which vary with local requirements and (B) to adopt sub-plans and Plan addenda as the Administrator deems desirable, to accommodate foreign laws,
regulations and practice; 


        (ix)  to
prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans and Plan addenda; 


        (x)   to
modify or amend each Award, including, but not limited to, the acceleration of vesting and/or exercisability, provided, however, that any such amendment is subject to
Section 16 of the Plan and may not materially impair any outstanding Award unless agreed to in writing by the Participant; 


        (xi)  to
allow Participants to satisfy withholding tax amounts by electing to have the Company withhold from the Shares to be issued pursuant to an Award that number of
Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined in such manner and on such date that the
Administrator shall determine or, in the absence of provision otherwise, on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld
for this purpose shall be made in such form and under such conditions as the Administrator may provide; 


        (xii) to
authorize conversion or substitution under the Plan of any or all stock options, stock appreciation rights or other stock awards held by service providers of an
entity acquired by the Company (the "Conversion Awards"). Any conversion or substitution shall be effective as of the 



5







 




close
of the merger or acquisition. The Conversion Awards may be Nonstatutory Stock Options or Incentive Stock Options, as determined by the Administrator, with respect to options granted by the
acquired entity. Unless otherwise determined by the Administrator at the time of conversion or substitution, all Conversion Awards shall have the same terms and conditions as Awards generally granted
by the Company under the Plan; 


        (xiii) to
authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator; 



        (xiv) to
implement an Award Transfer Program; 


        (xv) to
determine whether Awards will be settled in Shares, cash or in any combination thereof; 


        (xvi) to
determine whether Awards will be adjusted for Dividend Equivalents; 


        (xvii) to
establish a program whereby Service Providers designated by the Administrator can reduce compensation otherwise payable in cash in exchange for Awards under the
Plan; 


        (xviii) to
impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent
transfers by the Participant of any Shares issued as a result of or under an Award, including, without limitation, (A) restrictions under an insider trading policy and (B) restrictions
as to the use of a specified brokerage firm for such resales or other transfers; 


        (xix) to
provide, either at the time an Award is granted or by subsequent action, that an Award shall contain as a term thereof, a right, either in tandem with the other
rights under the Award or as an alternative thereto, of the Participant to receive, without payment to the Company, a number of Shares, cash or a combination thereof, the amount of which is determined
by reference to the value of the Award; and 


        (xx) to
make all other determinations deemed necessary or advisable for administering the Plan and any Award granted hereunder. 




        (c)   Effect of Administrator's Decision. All decisions, determinations and interpretations by the Administrator regarding the
Plan, any rules and regulations under the Plan and the terms and conditions of any Award granted hereunder, shall be final and binding on all Participants. The Administrator shall consider such
factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations, including, without limitation, the recommendations or advice of any
officer or other employee of the Company and such attorneys, consultants and accountants as it may select. 


        5.     Eligibility. Awards may be granted to Service Providers of the Company or any of its Affiliates. 


        6.     Term of Plan. The Plan shall become effective upon its approval by stockholders of the Company. It
shall continue in effect for a term of ten years from the date the Plan is approved by stockholders of the Company unless terminated earlier under Section 16 of the Plan. 


        7.     Term of Award. The term of each Award shall be determined by the Administrator and stated in the
Award Agreement. In the case of an Option, the term shall be ten years from the Grant Date or such shorter term as may be provided in the Award Agreement. 


        8.     Options. The Administrator may grant an Option or provide for the grant of an Option, either from
time to time in the discretion of the Administrator or automatically upon the occurrence of specified events, including, without limitation, the achievement of performance goals, and for the
satisfaction of an event or condition within the control of the Awardee or within the control of others. 


6







 



        (a)   Option Agreement. Each Option Agreement shall contain provisions regarding (i) the number of Shares that may be
issued upon exercise of the Option, (ii) the type of Option, (iii) the exercise price of the Shares and the means of payment for the Shares, (iv) the term of the Option,
(v) such terms and conditions on the vesting and/or exercisability of an Option as may be determined from time to time by the Administrator, (vi) restrictions on the transfer of the
Option and forfeiture provisions, and (vii) such further terms and conditions, in each case not inconsistent with this Plan, as may be determined from time to time by the Administrator. 


        (b)   Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be
determined by the Administrator, subject to the following: 



        (i)    In
the case of an Incentive Stock Option, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the Grant Date. Notwithstanding
the foregoing, if any Employee to whom an Incentive Stock Option is granted is a 10% Stockholder, then the exercise price shall not be less than 110% of the Fair Market Value of a share of Common
Stock on the Grant Date. 


        (ii)   In
the case of a Nonstatutory Stock Option, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the Grant Date. The per Share
exercise price may also vary according to a predetermined formula; provided, that the exercise price never falls below 100% of the Fair Market Value per Share on the Grant Date. In the case of a
Nonstatutory Stock Option intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code, the per Share exercise price shall be no less than 100% of
the Fair Market Value per Share on the Grant Date. 


        (iii)  Notwithstanding
the foregoing, at the Administrator's discretion, Conversion Awards may be granted in substitution and/or conversion of options of an acquired entity,
with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of such substitution and/or conversion. The terms of the Conversion Awards shall be determined by the
Administrator in accordance with the rules provided for in Code Section 424(a). 




        (c)   Vesting Period and Exercise Dates. Options granted under this Plan shall vest and/or be exercisable at such time and in
such installments during the period prior to the expiration of the Option's term as determined by the Administrator. The Administrator shall have the right to make the timing of the ability to
exercise any Option granted under this Plan subject to continued service, the passage of time and/or such performance requirements as deemed appropriate by the Administrator. At any time after the
grant of an Option, the Administrator may reduce or eliminate any restrictions surrounding any Participant's right to exercise all or part of the Option. 



        (d)   Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option,
including the method of payment, either through the terms of the Option Agreement or at the time of exercise of an Option. Acceptable forms of consideration may include: 



        (i)    cash;



        (ii)   check
or wire transfer; 


        (iii)  subject
to any conditions or limitations established by the Administrator, other Shares which (A) in the case of Shares acquired upon the exercise of an Option,
have been owned by the Participant for more than six months (or such other period of time, as required by the applicable accounting requirements) on the date of surrender or attestation and
(B) have a Fair Market Value on the date of surrender or attestation that doesn't exceed the aggregate exercise price of the Shares as to which said Option shall be exercised; 



7







 




        (iv)  consideration
received by the Company under a broker-assisted sale and remittance program acceptable to the Administrator to the extent that this procedure would not
violate Section 402 of the Sarbanes-Oxley Act of 2002, as amended; 


        (v)   such
other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or 


        (vi)  any
combination of the foregoing methods of payment. 




        (e)   Buyout Provisions. The Administrator may at any time offer to buy out for a payment in Shares an Option previously
granted based on such terms and conditions as the Administrator shall establish and communicate to the Participant at the time that such offer is made. 


        9.     Incentive Stock Option Limitations.


        (a)   Eligibility. Only employees (as determined in accordance with Section 3401(c) of the Code and the regulations
promulgated thereunder) of the Company or any of its Related Corporations may be granted Incentive Stock Options. 



        (b)   $100,000 Limitation. Notwithstanding the designation "Incentive Stock Option" in an Option Agreement, if the aggregate
Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Awardee during any calendar year (under all plans of the Company and any of its
Related Corporations) exceeds $100,000, then the portion of such Options that exceeds $100,000 shall be treated as Nonstatutory Stock Options. An Incentive Stock Option is considered to be first
exercisable during a calendar year if the Incentive Stock Option will become exercisable at any time during the year, assuming that any condition on the Awardee's ability to exercise the Incentive
Stock Option related to the performance of services is satisfied. If the Awardee's ability to exercise the Incentive Stock Option in the year is subject to an acceleration provision, then the
Incentive Stock Option is considered first exercisable in the calendar year in which the acceleration provision is triggered. For purposes of this Section 9(b), Incentive Stock Options shall be
taken into account in the order in which they were granted. However, because an acceleration provision is not taken into account prior to its triggering, an Incentive Stock Option that becomes
exercisable for the first time during a calendar year by operation of such provision does not affect the application of the $100,000 limitation with respect to any Incentive Stock Option (or portion
thereof) exercised prior to such acceleration. The Fair Market Value of the Shares shall be determined as of the Grant Date. 



        (c)   Leave of Absence. For purposes of Incentive Stock Options, no leave of absence may exceed three months, unless
reemployment upon expiration of such leave is provided by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company or a Related Corporation is not so provided
by statute or contract, an Awardee's employment with the Company shall be deemed terminated on the first day immediately following such three month period of leave for Incentive Stock Option purposes
and any Incentive Stock Option granted to the Awardee shall cease to be treated as an Incentive Stock Option and shall terminate upon the expiration of the three month period following the date the
employment relationship is deemed terminated. 


        (d)   Transferability. The Option Agreement must provide that an Incentive Stock Option cannot be transferable by the Awardee
otherwise than by will or the laws of descent and distribution, and, during the lifetime of such Awardee, must not be exercisable by any other person. Notwithstanding the foregoing, the Administrator,
in its sole discretion, may allow the Awardee to transfer his or her Incentive Stock Option to a trust where under Section 671 of the Code and other Applicable Law, the Awardee is considered
the sole beneficial owner of the Option while it is held in the trust. If the terms of an Incentive Stock Option are amended to permit transferability, the Option will be treated for tax purposes as a
Nonstatutory Stock Option. 


8







 

        (e)   Exercise Price. The per Share exercise price of an Incentive Stock Option shall be determined by the Administrator in
accordance with Section 8(b)(i) of the Plan. 


        (f)    10% Stockholder. If any Employee to whom an Incentive Stock Option is granted is a 10% Stockholder, then the Option term
shall not exceed five years measured from the date of grant of such Option. 


        (g)   Other Terms. Option Agreements evidencing Incentive Stock Options shall contain such other terms and conditions as may be
necessary to qualify, to the extent determined desirable by the Administrator, with the applicable provisions of Section 422 of the Code. 



        10.   Exercise of Option.


        (a)   Procedure for Exercise; Rights as a Stockholder. 



        (i)    Any
Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and
set forth in the respective Award Agreement. 


        (ii)   An
Option shall be deemed exercised when the Company receives (A) written or electronic notice of exercise (in accordance with the Award Agreement) from the
person entitled to exercise the Option; (B) full payment for the Shares with respect to which the related Option is exercised; and (C) with respect to Nonstatutory Stock Options, payment
of all applicable withholding taxes. 


        (iii)  Shares
issued upon exercise of an Option shall be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or
her spouse. Unless provided otherwise by the Administrator or pursuant to this Plan, until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares subject to an Option, notwithstanding the
exercise of the Option. 


        (iv)  The
Company shall issue (or cause to be issued) such Shares as soon as administratively practicable after the Option is exercised. An Option may not be exercised for a
fraction of a Share. 




        (b)   Effect of Termination of Service on Options. 



        (i)    Generally. Unless otherwise provided for by the Administrator, if a Participant ceases to be a Service Provider, other
than upon the Participant's death or Total and Permanent Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that
the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the
Award Agreement, the vested portion of the Option will remain exercisable for three months following the Participant's termination. Unless otherwise provided by the Administrator, if on the date of
termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does
not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan. 


        (ii)   Disability of Awardee. Unless otherwise provided for by the Administrator, if a Participant ceases to be a Service
Provider as a result of the Participant's Total and Permanent Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent
the Option is vested on the date of termination (but in no event later 



9







 




than
the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve months
following the Participant's termination. Unless otherwise provided by the Administrator, if at the time of disability the Participant is not vested as to his or her entire Option, the Shares covered
by the unvested portion of the Option will revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will
revert to the Plan. 


        (iii)  Death of Awardee. Unless otherwise provided for by the Administrator, if a Participant dies while a Service Provider,
the Option may be exercised following the Participant's death within such period of
time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the Option be exercised later than the expiration of the term of such
Option as set forth in the Award Agreement), by the Participant's designated beneficiary, provided such beneficiary has been designated prior to Participant's death in a form acceptable to the
Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant's estate or by the person(s) to whom
the Option is transferred pursuant to the Participant's will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will
remain exercisable for twelve months following Participant's death. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option will revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered
by such Option will revert to the Plan. 




        11.   Stock Awards.



        (a)   Stock Award Agreement. Each Stock Award Agreement shall contain provisions regarding (i) the number of Shares
subject to such Stock Award or a formula for determining such number, (ii) the purchase price of the Shares, if any, and the means of payment for the Shares, (iii) the performance
criteria, if any, and level of achievement versus these criteria that shall determine the number of Shares granted, issued, retained and/or vested, (iv) such terms and conditions on the grant,
issuance, vesting and/or forfeiture of the Shares as may be determined from time to time by the Administrator, (v) restrictions on the transferability of the Stock Award and (vi) such
further terms and conditions in each case not inconsistent with this Plan as may be determined from time to time by the Administrator. 



        (b)   Restrictions and Performance Criteria. The grant, issuance, retention and/or vesting of each Stock Award may be subject
to such performance criteria and level of achievement versus these criteria as the Administrator shall determine, which criteria may be based on financial performance, personal performance evaluations
and/or completion of service by the Awardee. 


        Notwithstanding
anything to the contrary herein, the performance criteria for any Stock Award that is intended to satisfy the requirements for "performance-based compensation" under
Section 162(m) of the Code shall be established by the Administrator based on one or more Qualifying Performance Criteria selected by the Administrator and specified in writing. 



        (c)   Forfeiture. Unless otherwise provided for by the Administrator, upon the Awardee's Termination of Service, the unvested
Stock Award and the Shares subject thereto shall be forfeited, provided that to the extent that the Participant purchased any Shares pursuant to such Stock Award, the Company shall have a right to
repurchase the unvested portion of such Shares at the original price paid by the Participant. 


        (d)   Rights as a Stockholder. Unless otherwise provided by the Administrator, the Participant shall have the rights equivalent
to those of a stockholder and shall be a stockholder only after Shares are 


10







 



issued
(as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) to the Participant. Unless otherwise provided by the Administrator, a
Participant holding Stock Units shall be entitled to receive dividend payments as if he or she was an actual stockholder. 


        12.   Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a SAR may be granted
to a Service Provider at any time and from time to time as determined by the Administrator in its sole discretion. 


        (a)   Number of SARs. The Administrator shall have complete discretion to determine the number of SARs
granted to any Service Provider. 


        (b)   Exercise Price and Other Terms. The per SAR exercise price shall be no less than 100% of the Fair Market Value per Share
on the Grant Date. The Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the other terms and conditions of SARs granted under the Plan. 


        (c)   Exercise of SARs. SARs shall be exercisable on such terms and conditions as the Administrator, in its sole discretion,
shall determine. 


        (d)   SAR Agreement. Each SAR grant shall be evidenced by a SAR Agreement that will specify the exercise price, the term of the
SAR, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, shall determine. 



        (e)   Expiration of SARs. A SAR granted under the Plan shall expire upon the date determined by the Administrator, in its sole
discretion, and set forth in the SAR Agreement. Notwithstanding the foregoing, the rules of Section 10(b) will also apply to SARs. 


        (f)    Payment of SAR Amount. Upon exercise of a SAR, the Participant shall be entitled to receive a payment from the Company in
an amount equal to the difference between the Fair Market Value of a Share on the date of exercise over the exercise price of the SAR. This amount shall be paid in Shares of equivalent value. 



        13.   Cash Awards. Each Cash Award will confer upon the Participant the opportunity to earn a future
payment tied to the level of achievement with respect to one or more performance criteria established for a performance period. 


        (a)   Cash Award. Each Cash Award shall contain provisions regarding (i) the performance goal(s) and maximum amount
payable to the Participant as a Cash Award, (ii) the performance criteria and level of achievement versus these criteria which shall determine the amount of such payment, (iii) the
period as to which performance shall be measured for establishing the amount of any payment, (iv) the timing of any payment earned by virtue of performance, (v) restrictions on the
alienation or transfer of the Cash Award prior to actual payment, (vi) forfeiture provisions, and (vii) such further terms and conditions, in each case not inconsistent with the Plan, as
may be determined from time to time by the Administrator. The maximum amount payable as a Cash Award that is settled for cash may be a multiple of the target amount payable, but the maximum amount
payable pursuant to that portion of a Cash Award granted under this Plan for any fiscal year to any Awardee that is intended to satisfy the requirements for "performance based compensation" under
Section 162(m) of the Code shall not exceed $2,000,000. 


        (b)   Performance Criteria. The Administrator shall establish the performance criteria and level of achievement versus these
criteria which shall determine the target and the minimum and maximum amount payable under a Cash Award, which criteria may be based on financial performance and/or personal performance evaluations.
The Administrator may specify the percentage of the target Cash Award that is intended to satisfy the requirements for "performance-based compensation" under Section 162(m) of the Code.
Notwithstanding anything to the contrary herein, the performance criteria 


11







 



for
any portion of a Cash Award that is intended to satisfy the requirements for "performance-based compensation" under Section 162(m) of the Code shall be a measure established by the
Administrator based on one or more Qualifying Performance Criteria selected by the Administrator and specified in writing. 


        (c)   Timing and Form of Payment. The Administrator shall determine the timing of payment of any Cash Award. The Administrator
may specify the form of payment of Cash Awards, which may be cash or other property, or may provide for an Awardee to have the option for his or her Cash Award, or such portion thereof as the
Administrator may specify, to be paid in whole or in part in cash or other property. 


        (d)   Termination of Service. The Administrator shall have the discretion to determine the effect of a Termination of Service
on any Cash Award due to (i) disability, (ii) retirement, (iii) death, (iv) participation in a voluntary severance program, or (v) participation in a work force
restructuring. 


        14.   Other Provisions Applicable to Awards.


        (a)   Non-Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by beneficiary designation, will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Participant, only by the Participant. The Administrator may make an Award transferable to an Awardee's family member or any other person or entity. If the Administrator makes an Award
transferable, either at the time of grant or thereafter, such Award shall contain such additional terms and conditions as the Administrator deems appropriate, and any transferee shall be deemed to be
bound by such terms upon acceptance of such transfer. 


        (b)   Qualifying Performance Criteria. For purposes of this Plan, the term "Qualifying Performance Criteria" shall mean any one
or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit, Affiliate or business segment,
either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target,
to previous years' results or to a designated comparison group, in each case as specified by the Committee in the Award: (i) cash flow; (ii) earnings (including gross margin, earnings
before interest and taxes, earnings before taxes, and net earnings); (iii) earnings per share; (iv) growth in earnings or earnings per share; (v) stock price; (vi) return
on equity or average stockholders' equity; (vii) total stockholder return; (viii) return on capital; (ix) return on assets or net assets; (x) return on investment;
(xi) revenue; (xii) income or net income; (xiii) operating income or net operating income; (xiv) operating profit or net operating profit; (xv) operating margin;
(xvi) return on operating revenue; (xvii) market share; (xviii) contract awards or backlog; (xix) overhead or other expense reduction; (xx) growth in stockholder
value relative to the moving average of the S&P 500 Index or a peer group index; (xxi) credit rating; (xxii) strategic plan development and implementation; (xxiii) improvement in
workforce diversity, (xxiv) EBITDA, and (xxv) any other similar criteria. The Committee may appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to
exclude any of the following events that occurs during a performance period: (A) asset write-downs; (B) litigation or claim judgments or settlements; (C) the effect of changes in
tax law, accounting principles or other such laws or provisions affecting reported results; (D) accruals for reorganization and restructuring programs; and (E) any extraordinary
non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management's discussion and analysis of financial condition and results of operations
appearing in the Company's annual report to stockholders for the applicable year. 


        (c)   Certification. Prior to the payment of any compensation under an Award intended to qualify as "performance-based
compensation" under Section 162(m) of the Code, the Committee shall certify the extent to which any Qualifying Performance Criteria and any other material terms under such Award 


12







 



have
been satisfied (other than in cases where such relate solely to the increase in the value of the Common Stock). 


        (d)   Discretionary Adjustments Pursuant to Section 162(m). Notwithstanding satisfaction or any completion of any
Qualifying Performance Criteria, to the extent specified at the time of grant of an Award to "covered employees" within the meaning of Section 162(m) of the Code, the number of Shares, Options
or other benefits granted, issued, retained and/or vested under an Award on account of satisfaction of such Qualifying Performance Criteria may be reduced by the Committee on the basis of such further
considerations as the Committee in its sole discretion shall determine. 


        (e)   Section 409A. Notwithstanding anything in the Plan to the contrary, it is the intent of the Company that all
Awards granted under this Plan shall not cause an imposition of the additional taxes provided for in Section 409A(a)(1)(B) of the Code. 


        15.   Adjustments upon Changes in Capitalization, Dissolution, Merger or Asset Sale. 



        (a)   Changes in Capitalization. Subject to any required action by the stockholders of the Company, (i) the number and
kind of Shares covered by each outstanding Award, and the number and kind of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Awards have yet been
granted or which have been returned to the Plan upon cancellation or expiration of an Award, (ii) the price per Share subject to each such outstanding Award, and (iii) the Share
limitations set forth in Section 3 of the Plan, may be appropriately adjusted if any change is made in the Common Stock subject to the Plan, or subject to any Award, without the receipt of
consideration by the Company through a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, merger, consolidation, reorganization, recapitalization,
reincorporation, spin-off, dividend in property other than cash, liquidating dividend, extraordinary dividends or distributions, combination of shares, exchange of shares, change in
corporate structure or other transaction effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration." Such adjustment shall be made by the Administrator in its sole discretion, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award. 


        (b)   Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator
shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for an Option to be fully vested and
exercisable until ten days prior to such transaction. In addition, the Administrator may provide that any restrictions on any Award shall lapse prior to the transaction, provided the proposed
dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of
such proposed transaction. 


        (c)   Change in Control. In the event there is a Change in Control of the Company, as determined by the Board or a Committee,
the Board or Committee, or board of directors of any surviving entity or acquiring entity may, in its discretion, (i) provide for the assumption, continuation or substitution (including an
award to acquire substantially the same type of consideration paid to the shareholder in the transaction in which the Change in Control occurs) of, or adjustment to, all or any part of the Awards;
(ii) accelerate the vesting of all or any part of the Options and SARs and terminate any restrictions on all or any part of the Stock Awards or Cash Awards; (iii) provide for the
cancellation of all or any part of the Awards for a cash payment to the Participants; and (iv) provide for the cancellation of all or any part of the Awards as of the closing of the Change in
Control; provided, that the Participants are notified that they must exercise or redeem their Awards (including, at the 


13







 



discretion
of the Board or Committee, any unvested portion of such Award) at or prior to the closing of the Change in Control. 



        16.   Amendment and Termination of the Plan. 


        (a)   Amendment and Termination. The Administrator may amend, alter or discontinue the Plan or any Award Agreement, but any
such amendment shall be subject to approval of the stockholders of the Company in the manner and to the extent required by Applicable Law. 


        (b)   Effect of Amendment or Termination. No amendment, suspension or termination of the Plan shall impair the rights of any
Award, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan shall
not affect the Administrator's ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. 


        (c)   Effect of the Plan on Other Arrangements. Neither the adoption of the Plan by the Board or a Committee nor the submission
of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or any Committee to adopt such other incentive arrangements as it
or they may deem desirable, including, without limitation, the granting of restricted stock or stock options otherwise than under the Plan, and such arrangements may be either generally applicable or
applicable only in specific cases. 


        17.   Designation of Beneficiary.


        (a)   An
Awardee may file a written designation of a beneficiary who is to receive the Awardee's rights pursuant to Awardee's Award or the Awardee may include his or
her Awards in an omnibus beneficiary designation for all benefits under the Plan. To the extent that Awardee has completed a designation of beneficiary such beneficiary designation shall remain in
effect with respect to any Award hereunder until changed by the Awardee to the extent enforceable under Applicable Law. 


        (b)   Such
designation of beneficiary may be changed by the Awardee at any time by written notice. In the event of the death of an Awardee and in the absence of a beneficiary
validly designated under the Plan who is living at the time of such Awardee's death, the Company shall allow the executor or administrator of the estate of the Awardee to exercise the Award, or if no
such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may allow the spouse or one or more dependents or relatives of the Awardee to
exercise the Award to the extent permissible under Applicable Law. 


        18.   No Right to Awards or to Service. No person shall have any claim or right to be granted an Award
and the grant of any Award shall not be construed as giving an Awardee the right to continue in the service of the Company or its Affiliates. Further, the Company and its Affiliates expressly reserve
the right, at any time, to dismiss any Service Provider or Awardee at any time without liability or any claim under the Plan, except as provided herein or in any Award Agreement entered into
hereunder. 


        19.   Legal Compliance. Shares shall not be issued pursuant to the exercise of an Award unless the
exercise of such Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such
compliance. Notwithstanding anything in the Plan to the contrary, it is the intent of the Company that the Plan shall be administered so that the additional taxes provided for in
Section 409A(a)(1)(B) of the Code are not imposed. 


        20.   Inability to Obtain Authority. To the extent the Company is unable to or the Administrator deems
that it is not feasible to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any
Shares hereunder, the Company shall be relieved of any liability with respect to the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 


14







 



        21.   Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and
keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 


        22.   Notice. Any written notice to the Company required by any provisions of this Plan shall be
addressed to the Secretary of the Company and shall be effective when received. 


        23.   Governing Law; Interpretation of Plan and Awards.



        (a)   This
Plan and all determinations made and actions taken pursuant hereto shall be governed by the substantive laws, but not the choice of law rules, of the state of
California. 


        (b)   In
the event that any provision of the Plan or any Award granted under the Plan 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 the terms of the Plan and/or
Award shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision. 



        (c)   The
headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of the Plan, nor shall they
affect its meaning, construction or effect. 


        (d)   The
terms of the Plan and any Award shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors
and assigns. 


        (e)   All
questions arising under the Plan or under any Award shall be decided by the Administrator in its total and absolute discretion. In the event the Participant believes
that a decision by the Administrator with respect to such person was arbitrary or capricious, the Participant may request arbitration with respect to such decision. The review by the arbitrator shall
be limited to determining whether the Administrator's decision was arbitrary or capricious. This arbitration shall be the sole and exclusive review permitted of the Administrator's decision, and the
Awardee shall as a condition to the receipt of an Award be deemed to explicitly waive any right to judicial review. 


        24.   Limitation on Liability. The Company and any Affiliate which is in existence or hereafter comes
into existence shall not be liable to a Participant, an Employee, an Awardee or any other persons as to: 



        (a)   The Non-Issuance of Shares. The non-issuance or sale of Shares as to which the Company has been
unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company's counsel to be necessary to the lawful issuance and sale of any shares hereunder; and 


        (b)   Tax Consequences. Any tax consequence expected, but not realized, by any Participant, Employee, Awardee or other person
due to the receipt, exercise or settlement of any Option or other Award granted hereunder. 



        25.   Unfunded Plan. Insofar as it provides for Awards, the Plan shall be unfunded. Although
bookkeeping accounts may be established with respect to Awardees who are granted Stock Awards under this Plan, any such accounts will be used merely as a bookkeeping convenience. The Company shall not
be required to segregate any assets which may at any time be represented by Awards, nor shall this Plan be construed as providing for such segregation, nor shall the Company nor the Administrator be
deemed to be a trustee of stock or cash to be awarded under the Plan. Any liability of the Company to any Participant with respect to an Award shall be based solely upon any contractual obligations
which may be created by the Plan; no such obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor the
Administrator shall be required to give any security or bond for the performance of any obligation which may be created by this Plan. 


15







 



        IN
WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this Plan, effective as of                        ,
2005.   



	 	 	Fastclick, Inc.,

a Delaware corporation
	Date:            , 2005	 	 	 	 
	

 	
 	

By:	
 	

 
	 	 	 	 	

	

 	
 	

Its:	
 	

 
	 	 	 	 	





16











QuickLinks



Exhibit 10.6


FASTCLICK, INC. 2005 EQUITY INCENTIVE PLAN