Exhibit
10.1


 


NETRATINGS,
INC.


 


AMENDED
AND RESTATED

1998 STOCK PLAN


 


1.                                       Purposes of the Plan.  The
purposes of this Stock Plan are to attract and retain the best available
personnel for positions of substantial responsibility, to provide additional
incentive to Employees, Directors and Consultants and to promote the success of
the Company’s business.  Options granted
under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as
determined by the Administrator at the time of grant.  Other Awards may also be offered under the
Plan.


 


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


 


(a)                                  “Administrator” means the Board or any
of its Committees as shall be administering the Plan in accordance with Section 4
hereof.


 


(b)                                 “Applicable Laws” means the
requirements relating to the administration of stock option plans under U.S.
state corporate laws, U.S. federal and state securities laws, the Code, any
stock exchange or quotation system on which the Common Stock is listed or quoted
and the applicable laws of any other country or jurisdiction where Awards are
granted under the Plan.


 


(c)                                  “Award” means, individually or
collectively, a grant under this Plan of Options, Stock Appreciation Rights,
Stock Purchase Rights, Restricted Stock or Restricted Stock Units, in each case
subject to the terms of this Plan.


 


(d)                                 “Award Agreement” means either (i) a
written agreement entered into by the Company and a Participant setting forth
the terms and provisions applicable to an Award granted under this Plan or (ii)
a written statement issued by the Company to a Participant describing the terms
and provisions of such Award.


 


(e)                                  “Board” means the Board of Directors
of the Company.


 


(f)                                    “Code” means the Internal Revenue Code
of 1986, as amended.


 


(g)                                 “Committee” means a committee of
Directors appointed by the Board in accordance with Section 4 hereof.


 


(h)                                 “Common Stock” means the Common Stock
of the Company.


 


(i)                                     “Company” means NetRatings, Inc., a
Delaware corporation.


 


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(j)                                     “Consultant” means any person who is
engaged by the Company or any Parent or Subsidiary to render consulting or
advisory services to such entity.


 


(k)                                  “Director” means a member of the Board
of Directors of the Company.


 


(l)                                     “Disability” means total and permanent
disability as defined in Section 22(e)(3) of the Code.


 


(m)                               “Employee” means any person, including
Officers and Directors, employed by the Company or any Parent or Subsidiary of
the Company.  A Service Provider shall
not cease to be an Employee in the case of (i) any leave of absence
approved by the Company or (ii) transfers between locations of the Company
or between the Company, its Parent, any Subsidiary, or any successor.  For purposes of Incentive Stock Options, no
such leave may exceed ninety days, unless reemployment upon expiration of such
leave is guaranteed by statute or contract. 
If reemployment upon expiration of a leave of absence approved by the
Company is not so guaranteed, on the 181st day of such leave any Incentive
Stock Option held by the Optionee shall cease to be treated as an Incentive
Stock Option and shall be treated for tax purposes as a Nonstatutory Stock
Option.  Neither service as a Director
nor payment of a director’s fee by the Company shall be sufficient to
constitute “employment” by the Company.


 


(n)                                 “Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


(o)                                 “Fair Market Value” means, as of any
date, the value of Common Stock determined as follows:


 


(i)                                     If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system for the last market trading day prior to the time of
determination, as reported in The Wall Street Journal
or such other source as the Administrator deems reliable;


 


(ii)                                  If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the high bid and low asked prices for
the Common Stock on the last market trading day prior to the day of
determination; or


 


(iii)                               In the absence of an established market for
the Common Stock, the Fair Market Value thereof shall be determined in good
faith by the Administrator.


 


(p)                                 “Freestanding SAR” means an SAR that
is granted independently of any Options, as described in Section 13.


 


(q)                                 “Grant Price” means the price
established at the time of grant of an SAR pursuant to Section 13, used to
determine whether there is any payment due upon exercise of the SAR.


 


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(r)                                    “Incentive Stock Option” or “ISO”
means an Option intended to qualify as an incentive stock option within the
meaning of Section 422 of the Code.


 


(s)                                  “Nonstatutory Stock Option” means an
Option not intended to qualify as an Incentive Stock Option.


 


(t)            “Officer” means 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.


 


(u)                                 “Option” means a stock option granted
pursuant to the Plan.


 


(v)                                 “Option Agreement” means a written or
electronic agreement between the Company and an Optionee evidencing the terms
and conditions of an individual Option grant. 
The Option Agreement is subject to the terms and conditions of the Plan.


 


(w)                               “Option Exchange Program” means a
program whereby outstanding Options are exchanged for Options with a lower
exercise price.


 


(x)                                   “Optioned Stock” means the Common
Stock subject to an Option or a Stock Purchase Right.


 


(y)                                 “Optionee” means the holder of an
outstanding Option or Stock Purchase Right granted under the Plan.


 


(z)                                   “Parent” means a “parent corporation,”
whether now or hereafter existing, as defined in Section 424(e) of the
Code.


 


(aa)                            “Participant” means any eligible
individual to whom an Award is made under this Plan.


 


(bb)                          “Period of Restriction” means the
period when Restricted Stock is subject to a substantial risk of forfeiture
(based on the passage of time, the achievement of performance goals, or upon
occurrence of other events as determined by the Committee, in its discretion),
as provided in Section 12 below.


 


(cc)                            “Plan” means this Amended and Restated
1998 Stock Plan.


 


(dd)                          “Restricted Stock” means shares of
Common Stock acquired pursuant to, and subject to the terms and conditions set
forth in, Section 12 below.


 


(ee)                            “Restricted Stock Unit” means an Award
granted to a Participant pursuant to Section 12, except no Shares are
actually awarded to the Participant on the date of grant.


 


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(ff)                                “Section 16(b)” means Section 16(b)
of the Securities Exchange Act of 1934, as amended.


 


(gg)                          “Service Provider” means an Employee,
Director or Consultant.


 


(hh)                          “Share” means a share of the Common
Stock, as adjusted in accordance with Section 14 below.


 


(ii)                                  “Stock Appreciation Right” or “SAR”
means an Award, designated as an SAR, pursuant to the terms of Section 13
hereof.


 


(jj)                                  “Stock Purchase Right” means a right
to purchase Common Stock pursuant to Section 11 below.


 


(kk)                            “Subsidiary” means a “subsidiary
corporation,” whether now or hereafter existing, as defined in Section 424(f)
of the Code.


 


(ll)                                  “Tandem SAR” means an SAR that is
granted in connection with a related Option pursuant to Section 13 hereof,
the exercise of which shall require forfeiture of the right to purchase a Share
under the related Option (and when a Share is purchased under the Option, the
Tandem SAR shall similarly be cancelled).


 


3.                                       Stock Subject to the Plan.


 


(a)                                  In General.  Subject to the provisions of Section 14
of the Plan, the maximum aggregate number of Shares which may be subject to Awards
under the Plan is 8,465,000 Shares.  The
Shares may be authorized but unissued, or reacquired Common Stock.


 


If an Option or Stock
Purchase Right expires or becomes unexercisable without having been exercised
in full, or is surrendered pursuant to an Option Exchange Program, the
unpurchased Shares which were subject thereto shall become available for future
grant or sale under the Plan (unless the Plan has terminated).  However, Shares that have actually been
issued under the Plan, upon exercise of either an Option or Stock Purchase
Right, shall not be returned to the Plan and shall not become available for
future distribution under the Plan, except that if Shares acquired pursuant to
a Stock Purchase Right are subsequently repurchased by the Company at their
original purchase price, such Shares shall become available for future grant
under the Plan.  If any Restricted Stock,
Restricted Stock Units or SARs are subsequently forfeited or expire, then the
Shares underlying such Awards shall be available for future grants under the
Plan.


 


(b)                                 Net Issuance of Restricted Stock.  For
purposes of this Plan, unless the Committee determines otherwise, the Company
shall satisfy its liability for applicable withholding taxes with respect to an
issuance of Restricted Stock by retaining a sufficient number of Shares of
Restricted Stock that it would otherwise deliver on a particular vesting date
equal to the amount of any withholding taxes due on such vesting date.  The net amount of Shares to be delivered on a
vesting date shall equal the total number of Shares otherwise


 


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deliverable to the Participant on such
vesting date, less such number of Shares equal to the Fair Market Value of such
withholding taxes (as determined in the Committee’s sole discretion).  For purposes of Section 3(a) hereof,
only the net amount of Shares delivered on a vesting date shall count towards
the maximum aggregate Share awards under this Plan.  In the Committee’s sole discretion, similar
net issuance provisions may be applied to the issuance of Shares pursuant to
Awards of Restricted Stock Units or SARs.


 


4.                                       Administration of the Plan.


 


(a)                                  Administrator.  The
Plan shall be administered by the Board or a Committee appointed by the Board,
which Committee shall be constituted to comply with Applicable Laws.


 


(b)                                 Powers of the Administrator. 
Subject to the provisions of the Plan and, in the case of a Committee,
the specific duties delegated by the Board to such Committee, and subject to
the approval of any relevant authorities, the Administrator shall have the
authority in its discretion:


 


(i)                                     to determine the Fair Market Value;


 


(ii)                                  to select the Service Providers to whom Awards
may from time to time be granted hereunder;


 


(iii)                               to determine the number of Shares to be
covered by each such Award granted hereunder;


 


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


 


(v)                                 to determine the terms and conditions of any Award
granted hereunder.  Such terms and
conditions include, but are not limited to, the exercise price, the time or
times when Awards may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Award or the Common Stock relating
thereto, based in each case on such factors as the Administrator, in its sole
discretion, shall determine;


 


(vi)          to determine
whether and under what circumstances an Option may be settled in cash under subsection 9(e)
instead of Common Stock;


 


(vii)                           to reduce the exercise price of any Option to
the then current Fair Market Value if the Fair Market Value of the Common Stock
covered by such Option has declined since the date the Option was granted;


 


(viii)                        to initiate an Option Exchange Program;


 


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(ix)                                to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of qualifying for preferred tax treatment
under foreign tax laws;


 


(x)                                   to allow Optionees to satisfy withholding tax
obligations by electing to have the Company withhold from the Shares to be
issued upon exercise of an Option or Stock Purchase Right 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 on the date that the amount of tax to be withheld
is to be determined.  All elections by
Optionees to have Shares withheld for this purpose shall be made in such form
and under such conditions as the Administrator may deem necessary or advisable;
and


 


(xi)           to construe and
interpret the terms of the Plan and Awards granted pursuant to the Plan.


 


(c)                                  Effect of Administrator’s Decision.  All
decisions, determinations and interpretations of the Administrator shall be
final and binding on all Participants.


 


5.                                       Eligibility.


 


(a)                                  Awards may be granted to Service
Providers.  Incentive Stock Options may
be granted only to Employees.


 


(b)                                 Each Option shall be designated in the Option
Agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option.  However, notwithstanding such
designation, to the extent that the aggregate Fair Market Value of the Shares
with respect to which Incentive Stock Options are exercisable for the first
time by the Optionee during any calendar year (under all plans of the Company
and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated
as Nonstatutory Stock Options.  For
purposes of this Section 5(b), Incentive Stock Options shall be taken into
account in the order in which they were granted.  The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.


 


(c)                                  Neither the Plan nor any Award shall confer
upon any Participant any right with respect to continuing the Participant’s
relationship as a Service Provider with the Company, nor shall it interfere in
any way with his or her right or the Company’s right to terminate such
relationship at any time, with or without cause.


 


(d)                                 No Employee shall be granted, in any fiscal
year of the Company, Options and Stock Purchase Rights to purchase more than
500,000 Shares. The foregoing limitation shall be adjusted proportionately in
connection with any change in the Company’s capitalization as described in Section 14.


 


6.                                       Term of Plan.  The
Plan was originally adopted by the Board on January 30, 1998.  It shall continue in effect until January 30,
2008, unless sooner terminated under Section 16 of the Plan.


 


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7.                                       Term of Option.  The
term of each Option shall be stated in the Option Agreement; provided, however,
that the term shall be no more than ten (10) years from the date of grant
thereof.  In the case of an Incentive
Stock Option granted to an Optionee who, at the time the Option is granted,
owns stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the term of the
Option shall be five (5) years from the date of grant or such shorter term as
may be provided in the Option Agreement.


 


8.                                       Option Exercise Price and Consideration.


 


(a)                                  The per share exercise price for the Shares
to be issued upon exercise of an Option shall be such price as is determined by
the Administrator, but shall be subject to the following:


 


(i)                                     In the case of an Incentive Stock Option


 


(A)                         granted to an Employee who, at the time of grant of such Option, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the exercise price
shall be no less than 110% of the Fair Market Value per Share on the date of
grant.


 


(B)                           granted to any other Employee, the per Share exercise price shall be no
less than 100% of the Fair Market Value per Share on the date of grant.


 


(ii)                                  In the case of a Nonstatutory Stock Option


 


(A)                         granted to a Service Provider who, at the time of grant of such Option,
owns stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the exercise price
shall be no less than 110% of the Fair Market Value per Share on the date of
grant.


 


(B)                           granted to any other Service Provider, the per Share exercise price
shall be no less than 85% of the Fair Market Value per Share on the date of
grant.


 


(iii)                               Notwithstanding the foregoing, Options may be
granted with a per Share exercise price other than as required above pursuant
to a merger or other corporate transaction.


 


(b)                                 The consideration to be paid for the Shares
to be issued upon exercise of an Option, including the method of payment, shall
be determined by the Administrator (and, in the case of an Incentive Stock
Option, shall be determined at the time of grant).  Such consideration may consist of
(1) cash, (2) check, (3) promissory note, (4) other Shares
which (x) in the case of Shares acquired upon exercise of an Option, have
been owned by the Optionee for more than six months on the date of surrender,
and (y) have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which such Option shall be
exercised, (5)


 


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consideration received by the Company under a
cashless exercise program implemented by the Company in connection with the
Plan, or (6) any combination of the foregoing methods of payment.  In making its determination as to the type of
consideration to accept, the Administrator shall consider if acceptance of such
consideration may be reasonably expected to benefit the Company.


 


9.                                       Exercise of Option.


 


(a)                                  Procedure for Exercise; Rights as a
Shareholder. Any Option
granted hereunder shall be exercisable according to the terms hereof at such
times and under such conditions as determined by the Administrator and set
forth in the Option Agreement.  Except in
the case of Options granted to Officers, Directors and Consultants, Options
shall become exercisable at a rate of no less than 20% per year over five (5)
years from the date the Options are granted. 
Unless the Administrator provides otherwise, vesting of Options granted
hereunder shall be tolled during any unpaid leave of absence.  An Option may not be exercised for a fraction
of a Share.


 


An Option shall be deemed
exercised when the Company receives: (i) written or electronic notice of
exercise (in accordance with the Option Agreement) from the person entitled to
exercise the Option, and (ii) full payment for the Shares with respect to which
the Option is exercised.  Full payment
may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan.  Shares issued upon exercise of an Option
shall be issued in the name of the Optionee or, if requested by the Optionee,
in the name of the Optionee and his or her spouse.  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 shareholder shall exist with respect to the Shares, notwithstanding
the exercise of the Option.  The Company
shall issue (or cause to be issued) such Shares promptly after the Option is
exercised.  No adjustment will be made
for a dividend or other right for which the record date is prior to the date
the Shares are issued, except as provided in Section 14 of the Plan.


 


Exercise of an Option in any
manner shall result in a decrease in the number of Shares thereafter available,
both for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.


 


(b)                                 Termination of Relationship as a Service
Provider.  If an Optionee ceases to be a Service
Provider, such Optionee may exercise his or her Option within such period of
time as is specified in the Option Agreement (of at least thirty (30) days) 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 the Option as set forth in the Option
Agreement).  In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for
three (3) months following the Optionee’s termination.  If, on the date of termination, the Optionee
is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan.  If, after termination, the Optionee does not
exercise his or her Option within the time specified by the Administrator, the
Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.


 


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(c)                                  Disability of Optionee.  If
an Optionee ceases to be a Service Provider as a result of the Optionee’s
Disability, the Optionee may exercise his or her Option within such period of
time as is specified in the Option Agreement (of at least six (6) months) to
the extent 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 Option
Agreement).  In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for
twelve (12) months following the Optionee’s termination.  If, on the date of termination, the Optionee
is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan.  If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.


 


(d)                                 Death of Optionee.  If
an Optionee dies while a Service Provider, the Option may be exercised within
such period of time as is specified in the Option Agreement (of at least six
(6) months) to the extent that the Option is vested on the date of death (but
in no event later than the expiration of the term of such Option as set forth
in the Option Agreement) by the Optionee’s estate or by a person who acquires
the right to exercise the Option by bequest or inheritance.  In the absence of a specified time in the
Option Agreement, the Option shall remain exercisable for twelve (12) months
following the Optionee’s termination. 
If, at the time of death, the Optionee is not vested as to the entire
Option, the Shares covered by the unvested portion of the Option shall
immediately revert to the Plan.  If the
Option is not so exercised within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.


 


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


 


10.                                 Non-Transferability of Options and
Stock Purchase Rights.  The Options and Stock Purchase Rights may not
be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee.


 


11.                                 Stock Purchase Rights.


 


(a)                                  Rights to Purchase. 
Stock Purchase Rights may be issued either alone, in addition to, or in
tandem with other awards granted under the Plan and/or cash awards made outside
of the Plan.  After the Administrator
determines that it will offer Stock Purchase Rights under the Plan, it shall
advise the offeree in writing or electronically of the terms, conditions and
restrictions related to the offer, including the number of Shares that such
person shall be entitled to purchase, the price to be paid, and the time within
which such person must accept such offer. 
The terms of the offer shall comply in all respects with Section 260.140.42
of Title 10 of the California Code of Regulations.  The offer shall be accepted by execution of a
Share purchase agreement in the form determined by the Administrator.


 


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(b)                                 Repurchase Option. 
Unless the Administrator determines otherwise, the Share purchase
agreement shall grant the Company a repurchase option exercisable upon the
voluntary or involuntary termination of the purchaser’s service with the
Company for any reason (including death or disability).  The purchase price for Shares repurchased
pursuant to the Share purchase agreement shall be the original price paid by
the purchaser and may be paid by cancellation of any indebtedness of the
purchaser to the Company.  The repurchase
option shall lapse at such rate as the Administrator may determine.  Except with respect to Shares purchased by
Officers, Directors and Consultants, the repurchase option shall in no case
lapse at a rate of less than 20% per year over five (5) years from the date of
purchase.


 


(c)                                  Other Provisions.  The
Share purchase agreement shall contain such other terms, provisions and
conditions not inconsistent with the Plan as may be determined by the
Administrator in its sole discretion.


 


(d)                                 Rights as a Shareholder.  Once
the Stock Purchase Right is exercised, the purchaser shall have rights
equivalent to those of a shareholder and shall be a shareholder when his or her
purchase is entered upon the records of the duly authorized transfer agent of
the Company.  No adjustment shall be made
for a dividend or other right for which the record date is prior to the date
the Stock Purchase Right is exercised, except as provided in Section 14 of
the Plan.


 


12.                                 Restricted Stock.


 


(a)                                  Grant of Restricted Stock or Restricted
Stock Units.
Subject to the terms and provisions of the Plan, the Committee, at any time and
from time to time, may grant Restricted Stock and/or Restricted Stock Units to
Participants in such amounts as the Committee shall determine.  Restricted Stock Units shall be similar to
Restricted Stock except that no Shares are actually awarded to the Participant
on the date of grant.


 


(b)                                 Restricted Stock or Restricted Stock Unit
Agreement.
Each Restricted Stock and/or Restricted Stock Unit grant shall be evidenced by
an Award Agreement that shall specify the Period of Restriction, the number of Shares
of Restricted Stock or the number of Restricted Stock Units granted, and such
other provisions as the Committee shall determine.  Notwithstanding anything in this Section 12
to the contrary, delivery of Shares pursuant to an Award of Restricted Stock or
Restricted Stock Units shall be made no later than 2-1/2 months after the close
of the Company’s first taxable year in which such Shares are no longer subject
to a risk of forfeiture (within the meaning of Section 409A of the Code).


 


(c)                                  Transferability. Except as provided in this Plan or an
Award Agreement, the Restricted Stock and/or Restricted Stock Units granted herein
may not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated until the end of the applicable Period of Restriction established
by the Committee and specified in the Award Agreement (and in the case of
Restricted Stock Units, until the date of delivery or other payment), or upon
earlier satisfaction of any other conditions, as specified by the Committee, in
its sole discretion, and set forth in the Award Agreement or otherwise at any
time by the Committee. All rights with respect to the Restricted Stock granted
to a Participant under the Plan shall be available during his


 


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lifetime only to such Participant, except as
otherwise provided in an Award Agreement or at any time by the Committee.


 


(d)                                 Other Restrictions. The Committee shall impose such other
conditions and/or restrictions on any Restricted Stock granted pursuant to the
Plan as it may deem advisable including, without limitation, a requirement that
Participants pay a stipulated purchase price for each Share of Restricted Stock
or each Restricted Stock Unit, restrictions based upon the achievement of
specific performance goals, time-based restrictions on vesting following the
attainment of the performance goals, time-based restrictions, and/or
restrictions under applicable laws or under the requirements of any stock
exchange or market upon which such Shares are listed or traded, or holding
requirements or sale restrictions placed on the Shares by the Company upon
vesting of such Restricted Stock or Restricted Stock Unit.


 


To the extent deemed
appropriate by the Committee, the Company may retain the certificates
representing Restricted Stock in the Company’s possession until such time as
all conditions and/or restrictions applicable to such Shares have been
satisfied or lapse.


 


Except as otherwise provided
in this Section 12, Restricted Stock covered by each Restricted Stock
Award shall become freely transferable by the Participant after all conditions
and restrictions applicable to such Shares have been satisfied or lapse
(including satisfaction of any applicable tax withholding obligations), and
Restricted Stock Units shall be paid in cash, Shares, or a combination of cash
and Shares as the Committee in its sole discretion shall determine.


 


(e)                                  Certificate Legend. In addition to any legends placed on
certificates pursuant to Section 12(d), each certificate representing Restricted
Stock granted pursuant to the Plan may bear a legend such as the following or
as otherwise determined by the Committee in its sole discretion:


 


“The sale or transfer of
Shares of stock represented by this certificate, whether voluntary,
involuntary, or by operation of law, is subject to certain restrictions on
transfer as set forth in the NetRatings, Inc. 1998 Stock Plan, and in the
associated Award Agreement. A copy of the Plan and such Award Agreement may be
obtained from NetRatings, Inc.”


 


(f)                                    Voting Rights. Unless otherwise determined by the
Committee and set forth in a Participant’s Award Agreement, to the extent
permitted or required by law, as determined by the Committee, Participants
holding Restricted Stock granted hereunder may be granted the right to exercise
full voting rights with respect to those Shares during the Period of
Restriction. A Participant shall have no voting rights with respect to any
Restricted Share Units granted hereunder.


 


(g)                                 Termination of Employment. Each Award Agreement shall set forth the
extent to which the Participant shall have the right to retain Restricted Stock
following termination of the Participant’s employment with or provision of
services to the Company, its Affiliates, and/or its Subsidiaries, as the case
may be. Such provisions shall be determined in the sole discretion of the
Committee, shall be included in the Award Agreement entered into with


 


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each Participant, need not be uniform among
all Restricted Stock issued pursuant to the Plan, and may reflect distinctions
based on the reasons for termination.


 


(h)                                 Section 83(b) Election. The Committee may provide in an Award
Agreement that the Award of Restricted Stock is conditioned upon the
Participant making or refraining from making an election with respect to the
Award under Section 83(b) of the Code. If a Participant makes an election
pursuant to Section 83(b) of the Code concerning a Restricted Stock Award,
the Participant shall be required to file promptly a copy of such election with
the Company.


 


13.                                 Share Appreciation Rights


 


(a)                                  Grant of SARs. Subject to the terms and conditions of
the Plan, SARs may be granted to Participants at any time and from time to time
as shall be determined by the Committee. The Committee may grant Freestanding
SARs, Tandem SARs, or any combination of these forms of SARs.  Notwithstanding the foregoing, SARs may be
granted only if Shares are traded on an established securities market at the
date of grant.


 


Subject to the terms and conditions of the Plan,
the Committee shall have complete discretion in determining the number of SARs
granted to each Participant and, consistent with the provisions of the Plan, in
determining the terms and conditions pertaining to such SARs.


 


The Grant Price for each grant of a Freestanding
SAR shall be determined by the Committee and shall be specified in the Award
Agreement. The Grant Price shall be: (i) based on 100% of the Fair Market Value
of the Shares on the date of grant, (ii) set at a premium to the Fair Market Value
of the Shares on the date of grant, or (iii) indexed to the Fair Market Value
of the Shares on the date of grant, with the index determined by the Committee,
in its discretion; provided, however, the Grant Price on the date of grant must
be at least equal to 100% of the Fair Market Value of the Shares on the date of
grant. The Grant Price of Tandem SARs shall be equal to the exercise price of
the related Option.


 


(b)                                 SAR Agreement. Each SAR Award shall be evidenced by an
Award Agreement that shall specify the Grant Price, the term of the SAR, and
such other provisions as the Committee shall determine.


 


(c)                                  Term of SAR. The term of an SAR granted under the
Plan shall be determined by the Committee, in its sole discretion, and except
as determined otherwise by the Committee and specified in the SAR Award
Agreement, no SAR shall be exercisable later than the tenth anniversary date of
its grant. Notwithstanding the foregoing, for SARs granted to Participants
outside the United States, the Committee has the authority to grant SARs that
have a term greater than ten years.


 


(d)                                 Exercise of Freestanding SARs. Freestanding SARs may be exercised upon
whatever terms and conditions the Committee, in its sole discretion, imposes.


 


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(e)                                  Exercise of Tandem SARs. Tandem SARs may be exercised for all or
part of the Shares subject to the related Option upon the surrender of the
right to exercise the equivalent portion of the related Option. A Tandem SAR
may be exercised only with respect to the Shares for which its related Option
is then exercisable.


 


Notwithstanding any other
provision of this Plan to the contrary, with respect to a Tandem SAR granted in
connection with an ISO: (a) the Tandem SAR will expire no later than the
expiration of the underlying ISO; (b) the value of the payout with respect to the
Tandem SAR may be for no more than 100% of the excess of the Fair Market Value
of the Shares subject to the underlying ISO at the time the Tandem SAR is
exercised over the exercise price of the underlying ISO; (c) the Tandem SAR may
be exercised only when the Fair Market Value of the Shares subject to the ISO
exceeds the exercise price of the ISO; (d) the Tandem SAR may be exercised only
when the underlying ISO is eligible to be exercised; and (e) the Tandem SAR is
transferable only when the underlying ISO is transferable, and under the same
conditions.


 


(f)                                    Payment of SAR Amount.  SARs
granted under this Plan shall be payable only in Shares.  Upon the exercise of an SAR, a Participant
shall be entitled to receive payment from the Company such number of Shares
determined by multiplying:


 


(i)                                     The excess of the Fair Market Value of a
Share on the date of exercise over the Grant Price; by


 


(ii)                                  The number of Shares with respect to which
the SAR is exercised.


 


Such product shall then be
divided by the Fair Market Value of a Share on the date of exercise.  The resulting number (rounded down to the
next whole number) is the number of Shares to be issued to the Participant upon
exercise of an SAR.


 


(g)                                 Termination of Employment. Each Award Agreement shall set forth the
extent to which the Participant shall have the right to exercise the SAR
following termination of the Participant’s employment with or provision of
services to the Company, its Parent, and/or its Subsidiaries, as the case may
be.  Such provisions shall be determined
in the sole discretion of the Committee, shall be included in the Award
Agreement entered into with Participants, need not be uniform among all SARs
issued pursuant to the Plan, and may reflect distinctions based on the reasons
for termination.


 


(h)                                 Nontransferability of SARs. Except as otherwise provided in a
Participant’s Award Agreement or otherwise determined at any time by the
Committee, no SAR granted under the Plan may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, except as otherwise provided in a
Participant’s Award Agreement or otherwise determined at any time by the
Committee, all SARs granted to a Participant under the Plan shall be
exercisable during his lifetime only by such Participant. With respect to those
SARs, if any, that are permitted to be transferred to another individual,
references in the Plan to exercise of the SAR by the Participant or payment of
any amount to the Participant shall be deemed to include, as determined by the
Committee, the Participant’s permitted transferee.


 


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(i)                                     Other Restrictions. The Committee shall impose such other
conditions and/or restrictions on any Shares received upon exercise of a SAR
granted pursuant to the Plan as it may deem advisable or desirable. These
restrictions may include, but shall not be limited to, a requirement that the
Participant hold the Shares received upon exercise of a SAR for a specified
period of time.


 


14.                                 Adjustments Upon Changes in Capitalization,
Merger or Asset Sale.


 


(a)                                  Changes in Capitalization. 
Subject to any required action by the shareholders of the Company, the
number of shares of Common Stock covered by each outstanding Award and the
number 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, as well as
the price per share of Common Stock covered by each such outstanding Award,
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock, or
any other increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company.  The 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 Board, 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 Optionee as soon as practicable prior to the
effective date of such proposed transaction. 
The Administrator in its discretion may provide for an Optionee to have
the right to exercise his or her Option or Stock Purchase Right until fifteen
(15) days prior to such transaction as to all of the Optioned Stock covered
thereby, including Shares as to which the Option or Stock Purchase Right would
not otherwise be exercisable.  In
addition, the Administrator may provide that any Company repurchase option
applicable to any Shares purchased upon exercise of an Option or Stock Purchase
Right shall lapse as to all such Shares, 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 Option or Stock Purchase Right will terminate immediately prior
to the consummation of such proposed action.


 


(c)                                  Merger or Asset Sale.  In
the event of a merger of the Company with or into another corporation, or the
sale of substantially all of the assets of the Company, each outstanding Award
shall be assumed or an equivalent award substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation.  In the event that the successor corporation
refuses to assume or substitute for the Award, the Participant shall fully vest
in all such Awards.  If an Award which is
an Option or Stock Purchase Right becomes fully vested and exercisable in lieu
of assumption or substitution in the event of a merger or sale of assets, the
Administrator shall notify the Optionee in writing or electronically that the
Option or Stock


 


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Purchase Right shall be fully exercisable for
a period of fifteen (15) days from the date of such notice, and the Option or
Stock Purchase Right shall terminate upon the expiration of such period.  For the purposes of this paragraph, an Award shall
be considered assumed if, following the merger or sale of assets, the substituted
award confers the right to purchase or receive, for each Share underlying such
Award immediately prior to the merger or sale of assets, the consideration
(whether stock, cash, or other securities or property) received in the merger
or sale of assets by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets is not solely common stock of the successor
corporation or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received for each
Share underlying such Award, to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per share consideration
received by holders of Common Stock in the merger or sale of assets.


 


15.                                 Time of Granting Awards.  The
date of grant of an Award shall, for all purposes, be the date on which the
Administrator makes the determination granting such Award, or such other date
as is determined by the Administrator. 
Notice of the determination shall be given to each Service Provider to
whom an Option or Stock Purchase Right is so granted within a reasonable time
after the date of such grant.


 


16.                                 Amendment and Termination of the Plan.


 


(a)                                  Amendment and Termination.  The
Board may at any time amend, alter, suspend or terminate the Plan.


 


(b)                                 Shareholder Approval.  The
Board shall obtain shareholder approval of any Plan amendment to the extent
necessary and desirable to comply with Applicable Laws.


 


(c)                                  Effect of Amendment or Termination.  No
amendment, alteration, suspension or termination of the Plan shall impair the
rights of any Participant, 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.


 


17.                                 Conditions Upon Issuance of Shares.


 


(a)                                  Legal Compliance. 
Shares shall not be issued pursuant to the exercise of an Option unless
the exercise of such Option 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.


 


(b)                                 Investment Representations.  As a
condition to the exercise of an Option, the Administrator may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without


 


15





















 


any present intention to sell or distribute
such Shares if, in the opinion of counsel for the Company, such a
representation is required.


 


18.                                 Inability to Obtain Authority.  The
inability of the Company 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, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.


 


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


 


20.                                 Shareholder Approval.  The
Plan shall be subject to approval by the shareholders of the Company within
twelve (12) months after the date the Plan is adopted.  Such shareholder approval shall be obtained
in the degree and manner required under Applicable Laws.


 


21.                                 Information to Optionees and Purchasers.  The
Company shall provide to each Optionee and to each individual who acquires
Shares pursuant to the Plan, not less frequently than annually during the
period such Optionee or purchaser has one or more Options or Stock Purchase
Rights outstanding, and, in the case of an individual who acquires Shares
pursuant to the Plan, during the period such individual owns such Shares,
copies of annual financial statements. 
The Company shall not be required to provide such statements to key
employees whose duties in connection with the Company assure their access to
equivalent information.


 


22.                                 Withholding
Taxes.  The Company shall have the
right to withhold from wages or other amounts otherwise payable to the
Participant, or otherwise require the Participant to pay, any federal, state,
local or foreign income taxes, withholding taxes, or employment taxes required
to be withheld by law or regulations (“Withholding Taxes”) arising as a result
of the grant or vesting of any Award, or any other taxable event occurring
pursuant to the Plan or any Award Agreement. 
If, notwithstanding the foregoing, the Participant shall fail to
actually or constructively make such tax payments as are required, the Company
(or its affiliates) shall, to the extent permitted by law, have the right to
deduct any such Withholding Taxes from any payment of any kind otherwise due to
such Participant or to take such other action as may be necessary to satisfy
such Withholding Taxes.


 


16





















 


NETRATINGS, INC.


 


AMENDED AND RESTATED 1998 STOCK
PLAN


 


FORM OF RESTRICTED STOCK
AGREEMENT


 


The attached Notice of Grant of Restricted Stock (the “Notice”), signed
by the Participant as of the date set forth therein (the “Effective Date”),
sets forth the number of Shares of Restricted Stock granted and the vesting
schedule.


 


I.                                         AGREEMENT


 


1.                                       Grant
of Restricted Stock.  This Restricted
Stock Agreement (the “Agreement”) represents a grant to the Participant named
in the Notice of the number of Shares of Restricted Stock set forth in the
Notice.  This grant of Restricted Stock
is subject to the terms and conditions of the Plan, which is incorporated
herein by reference.  Subject to Section 16(c)
of the Plan, in the event of a conflict between the terms and conditions of the
Plan and this Restricted Stock Agreement, the terms and conditions of the Plan
shall prevail.  Capitalized terms not
otherwise defined herein shall have the meanings assigned to such terms in the
Plan.


 


2.                                       Vesting
Period.


 


(a)                                  In General. 
Subject to the terms of this Agreement and the Plan, Shares of
Restricted Stock granted hereby shall vest as indicated in the Notice.  Except as set forth in the Notice, if the
Participant’s provision of services to the Company ceases before the last
vesting date set forth in the Notice, all Shares of Restricted Stock granted
hereby that are unvested as of the date provision of services ceases shall be
forfeited. For the specified vesting to occur on any vesting date set forth
therein, the Participant must be continuously employed by the Company or any of
its affiliates from the Effective Date through such vesting date.


 


(b)                                 No
Partial Vesting.  Except as may be
set forth in Section 14 of the Plan (addressing adjustments that might
occur upon certain change of control transactions), in no event shall a
Participant have any rights to the Shares of Restricted Stock granted
hereunder:  (i) prior to the date such
Shares vest pursuant to the vesting schedule set forth in the Notice; or
(ii) with respect to any partial Share.


 


(c)                                  Issuance
of Restricted Stock.  As soon as
practicable after the date of this Agreement, the Company shall cause to be
transferred on the books of the Company, Shares registered in the name of the
Company, as nominee for the Participant, evidencing the Restricted Stock
covered by this Agreement, but subject to forfeiture to the Company retroactive
to the date of grant, if the Notice is not duly executed by the Participant and
timely returned to the Company.  Until
the lapse or release of all restrictions applicable to an Award of Restricted
Stock, the share certificates representing such Restricted Stock shall be held
in custody by the Company or its designee.


 


3.                                       Voting
Rights.  All Shares of Restricted
Stock issued hereunder, whether vested or unvested, shall have full voting
rights accorded to outstanding Shares.


 


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4.                                       Dividend
Rights.


 


(a)                                  Cash
Dividends.  The Participant shall be
entitled to receive any cash dividends paid with respect to Shares of
Restricted Stock granted hereunder.


 


(b)                                 Non-Cash
Dividends.  Any stock dividends or
other distributions or dividends of property other than cash with respect to
Shares of Restricted Stock granted hereunder shall be subject to the same
forfeiture restrictions and restrictions on transferability as apply to the
Restricted Stock with respect to which such property was paid.


 


5.                                       Death.  In the event a Participant dies while
employed by the Company or any of its affiliates, any unvested Shares of
Restricted Stock held by such Participant shall immediately revert to the Plan.


 


6.                                       Disability.  In the event a Participant ceases to perform
services of any kind (whether as an employee or Director) for the Company or
any of its affiliates due to permanent and total disability, all unvested
Shares of Restricted Stock held by such Participant shall immediately revert to
the Plan.


 


7.                                       Non-Transferability
of Restricted Stock.  Prior to the
date a Share of Restricted Stock vests hereunder, such Share of Restricted
Stock granted hereby may not be transferred in any manner.


 


8.                                       Section 83(b)
Election.   If the Participant makes
the election contemplated by Section 83(b) of the Code (a “Section 83(b)
Election”) (or any similar provision of federal, state or local law) with
respect to the Restricted Stock awarded hereunder, the Participant shall
provide the Company with a copy of such election within 30 days after the date
of this Agreement (or such earlier date required by law).


 


9.                                       No
Tax Advice.  Participant hereby
acknowledges that the Company has not provided any tax advice in connection
with his or her participation in the Plan. 
Participant understands and acknowledges that the Section 83(b)
Election is valid only if made within 30 days after the date of this
Agreement.  Participant will consult with
his or her own tax advisors with respect to any tax consequences relating to an
award of Restricted Stock and participation in the Plan.


 


10.                                 Entire
Agreement; Governing Law.  The Plan
and this Restricted Stock Agreement constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Participant
with respect to the subject matter hereof, and may not be modified adversely to
the Participant’s interest except by means of a writing signed by the Company
and Participant.  This agreement is
governed by the internal substantive laws but not the choice of law rules of
California.


 


11.                                 No
Guarantee of Continued Service. 
PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT
TO THE VESTING SCHEDULE IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER
AT THE WILL OF THE


 


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COMPANY (NOT THROUGH THE ACT OF BEING HIRED OR BEING GRANTED SHARES OF
RESTRICTED STOCK HEREUNDER).  PARTICIPANT
FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH IN THE NOTICE DO
NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A
SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL
NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TO
TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.


 


Participant acknowledges receipt of a copy of the Plan
and represents that he or she is familiar with the terms and provisions
thereof, and hereby accepts the Shares of Restricted Stock granted hereby
subject to all of the terms and provisions thereof.  Participant has reviewed the Plan and this
Agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Agreement and fully understands all provisions
of the Agreement and the Plan. 
Participant hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Committee upon any questions arising under
the Plan or this Agreement.  Participant
further agrees to notify the Company upon any change in the residence address indicated
in the Notice.


 


12.                                 Withholding
Taxes.  The Company shall have the
right to withhold from wages or other amounts otherwise payable to the
Participant, or otherwise require the Participant to pay, any federal, state,
local or foreign income taxes, withholding taxes, or employment taxes required
to be withheld by law or regulations (“Withholding Taxes”) arising as a result
of the grant of any Award, the vesting of Shares of Restricted Stock, the
transfer of any Shares of Restricted Stock, the making of an election under Section 83(b)
(or any similar provision) of the Code, or any other taxable event occurring
pursuant to the Plan, this Agreement or the Notice.  If, notwithstanding the foregoing, the
Participant shall fail to actually or constructively make such tax payments as
are required, the Company (or its affiliates) shall, to the extent permitted by
law, have the right to deduct any such Withholding Taxes from any payment of
any kind otherwise due to such Participant or to take such other action as may
be necessary to satisfy such Withholding Taxes. 
The Company, in its sole discretion, may satisfy its liability for the
Withholding Taxes by retaining a sufficient number of Shares of Restricted
Stock that it would otherwise deliver on a particular vesting date equal to the
amount of any Withholding Taxes due on such vesting date.  For purposes of the preceding sentence, the
net amount of Shares to be delivered on a vesting date shall equal the total
number of Shares otherwise deliverable to the Participant on such vesting date
(pursuant to Section 2 hereof and the Notice), less such number of Shares
equal to the Fair Market Value of such Withholding Taxes (as determined in the
Company’s sole discretion).


 


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