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EXHIBIT 10.14    
  


TICKETWEB INC.  


 2000 STOCK PLAN  


        1.    Purposes of the Plan.    The purposes of this 2000 Stock Plan are to attract and retain the best available
personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company's
business. Options granted under the Plan may be Incentive Stock Options (as defined under Section 422 of the Code) or Nonstatutory Stock Options, as determined by the Administrator at the time
of grant of an Option and subject to the applicable provisions of Section 422 of the Code, as amended, and the regulations promulgated thereunder. Stock Purchase Rights may also be granted
under the Plan. 


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



        (a)  "Administrator"  means the Board or its Committee appointed pursuant to Section 4 of the Plan. 



        (b)  "Affiliate"  means an entity other than a Subsidiary in which the Company owns an equity interest or which,
together with the Company, is under common control of a third person or entity. 


        (c)  "Applicable Laws"  means the legal requirements relating to the administration of stock option plans under
applicable U.S. state corporate laws, U.S. federal and applicable state securities laws, the Code, any Stock Exchange rules or regulations and the applicable laws of any other country or jurisdiction
where Options or Stock Purchase Rights are granted under the Plan, as such laws, rules, regulations and requirements shall be in place from time to time. 



        (d)  "Board"  means the Board of Directors of the Company. 


        (e)  "Change of Control"  means a sale of all or substantially all of the Company's assets, or any merger or
consolidation of the Company with or into another corporation; other than a merger or consolidation in which the holders of more than 50% of the shares of capital stock of the Company outstanding
immediately prior to such transaction continue to hold (either by the voting securities remaining outstanding or by their being converted into voting securities of the surviving entity) more than 50%
of the total voting power represented by the voting securities of the Company, or such surviving entity, outstanding immediately after such transaction. 


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


        (g)  "Committee"  means one or more committees or subcommittees of the Board appointed by the Board to administer
the Plan in accordance with Section 4 below. 


        (h)  "Common Stock"  means the Common Stock of the Company. 



        (i)  "Company"  means TicketWeb Inc., a Delaware corporation. 


        (j)  "Consultant"  means any person, including an advisor, who renders services to the Company, or any Parent,
Subsidiary or Affiliate, and is compensated for such services, and any director of the Company whether compensated for such services or not. 


        (k)  "Continuous Service Status"  means the absence of any interruption or termination of service as an Employee
or Consultant to the Company or a Parent, Subsidiary or Affiliate. Continuous Service Status shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave;
(iii) any other leave of absence approved by the Administrator, provided that such leave is for a period of not more than 90 days, unless reemployment upon the expiration of such leave
is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or
between the Company, its Parents, Subsidiaries or Affiliates or their respective 






 





successors. Unless otherwise determined by the Administrator, a change in status from an Employee to a Consultant or from a Consultant to an Employee will not constitute an interruption of Continuous
Service Status. 


        (l)  "Corporate Transaction"  means a sale of all or substantially all of the Company's assets, or a merger,
consolidation or other capital reorganization of the Company with or into another corporation. 


        (m)  "Director"  means a member of the Board. 



        (n)  "Employee"  means any person, including officers and Directors, employed by the Company or any Parent,
Subsidiary or Affiliate of the Company. The payment by the Company of a director's fee to a Director shall not be sufficient to constitute "employment" of such Director by the Company. 


        (o)  "Exchange Act"  means the Securities Exchange Act of 1934, as amended. 



        (p)  "Fair Market Value"  means, as of any date, the fair market 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 National Market of the National Association
of Securities Dealers, Inc. Automated Quotation ("Nasdaq") System, 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 system or exchange on the date of determination, or if no trading occurred on the date of determination, on 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 quoted on the Nasdaq System (but not on the National Market thereof) or 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 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; 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. 




        (q)  "Incentive Stock Option"  means an Option intended to qualify as an incentive stock option within the meaning
of Section 422 of the Code, as designated in the applicable Option Agreement. 


        (r)  "Listed Security"  means any security of the Company that is listed or approved for listing on a national
securities exchange or designated or approved for designation as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. 


        (s)  "Nonstatutory Stock Option"  means an Option not intended to qualify as an Incentive Stock Option, as
designated in the applicable Option Agreement. 


        (t)  "Option"  means a stock option granted pursuant to the Plan. 


        (u)  "Option Agreement"  means a written document, the form(s) of which shall be approved from time to time by the
Administrator, reflecting the terms of an Option granted under the Plan and includes any documents attached to or incorporated into such Option Agreement, including, but not limited to, a notice of
stock option grant and a form of exercise notice. 



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        (v)  "Option Exchange Program"  means a program approved by the Administrator whereby outstanding Options are
exchanged for Options with a lower exercise price. 


        (w)  "Optioned Stock"  means the Common Stock subject to an Option or a Stock Purchase Right. 


        (x)  "Optionee"  means an Employee or Consultant who receives an Option. 


        (y)  "Parent"  means a "parent corporation," whether now or hereafter existing, as defined in
Section 424(e) of the Code, or any successor provision. 


        (z)  "Participant"  means any holder of one or more Options or Stock Purchase Rights, or of the Shares issuable or
issued upon exercise of such awards, under the Plan. 


        (aa)  "Plan"  means this 2000 Stock Plan. 


        (bb)  "Reporting Person"  means an officer, Director, or greater than 10% stockholder of the Company within the
meaning of Rule 16a-2 under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act. 


        (cc)  "Restricted Stock"  means shares of Common Stock acquired pursuant to a grant of a Stock Purchase Right
under Section 10 below. 


        (dd)  "Restricted Stock Purchase Agreement"  means a written document, the form(s) of which shall be approved from
time to time by the Administrator, reflecting the terms of a Stock Purchase Right granted under the Plan and includes any documents attached to such agreement. 



        (ee)  "Rule 16b-3"  means Rule 16b-3 promulgated under the Exchange Act, as
the same may be amended from time to time, or any successor provision. 


        (ff)  "Share"  means a share of the Common Stock, as adjusted in accordance with Section 12 of the Plan. 


        (gg)  "Stock Exchange"  means any stock exchange or consolidated stock price reporting system on which prices for
the Common Stock are quoted at any given time. 


        (hh)  "Stock Purchase Right"  means the right to purchase Common Stock pursuant to Section 10 below. 


        (ii)  "Subsidiary"  means a "subsidiary corporation," whether now or hereafter existing, as defined in
Section 424(f) of the Code, or any successor provision. 



        (jj)  "Ten Percent Holder"  means a person who owns stock representing more than 10% of the voting power of all
classes of stock of the Company or any Parent or Subsidiary. 




        3.    Stock Subject to the Plan.    Subject to the provisions of Section 12 of the Plan, the maximum aggregate
number of Shares that may be sold under the Plan is 1,710,000 Shares of Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock. If an Option expires or becomes
unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares that were subject thereto shall, unless the Plan
shall have been terminated, become available for future grant under the Plan. In addition, any Shares of Common Stock that are retained by the Company upon exercise of an Option or Stock Purchase
Right in order to satisfy the exercise or purchase price for such Option or Stock Purchase Right or any withholding taxes due with respect to such exercise shall be treated as not issued and shall
continue to be available under the Plan. Shares issued under the Plan and later repurchased by the Company pursuant to any repurchase right that the Company may have shall not be available for future
grant under the Plan. 


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        4.    Administration of the Plan.    



        (a)  General.  The Plan shall be administered by the Board or a Committee, or a combination thereof, as determined
by the Board. The Plan may be administered by different administrative bodies with respect to different classes of Optionees and, if permitted by the Applicable Laws, the Board may authorize one or
more officers to grant Options or Stock Purchase Rights under the Plan. 



        (b)  Administration with Respect to Reporting Persons.  With respect to Options granted to Reporting Persons and
Named Executives, the Plan may (but need not) be administered so as to permit such Options to qualify for the exemption set forth in Rule 16b-3 and to qualify as performance-based
compensation under Section 162(m) of the Code. 


        (c)  Committee Composition.  If a Committee has been appointed pursuant to this Section 4, such Committee
shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members thereof,
remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies (however caused) and remove all members of a Committee and thereafter directly administer the
Plan, all to the extent permitted by the Applicable Laws and, in the case of a Committee administering the Plan pursuant to Section 4(b) above, to the extent permitted or required by
Rule 16b-3 and Section 162(m) of the Code. 


        (d)  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, including the approval, if required, of any Stock Exchange, the Administrator shall have the authority, in its discretion: 



        (i)    to
determine the Fair Market Value of the Common Stock, in accordance with Section 2(p) of the Plan; 


        (ii)    to
select the Consultants and Employees to whom Options and Stock Purchase Rights or any combination thereof may from time to time be granted; 


        (iii)    to
determine whether and to what extent Options and Stock Purchase Rights or any combination thereof are granted; 


        (iv)    to
determine the number of Shares of Common Stock to be covered by each such award granted hereunder; 


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


        (vi)    to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder, which terms and conditions include but are not
limited to the exercise or purchase price, the time or times when Options or Stock Purchase Rights 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 Option, Optioned Stock, Stock Purchase Right or Restricted Stock, based in each case on such factors as the Administrator, in
its sole discretion, shall determine; 


        (vii)    to
determine whether and under what circumstances an Option may be settled in cash under Section 9(f) instead of Common Stock; 


        (viii)    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 shall have
declined since the date the Option was granted and to make any other amendments or adjustments to any Option that the Administrator determines, in its discretion and under the authority granted to it
under the Plan, to be necessary or advisable, provided however that no amendment or 




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adjustment to an Option that would materially and adversely affect the rights of any Optionee shall be made without the prior written consent of the Optionee; 



        (ix)    to
determine the terms and restrictions applicable to Stock Purchase Rights and the Restricted Stock purchased by exercising such Stock Purchase Rights; 


        (x)    to
initiate an Option Exchange Program; 


        (xi)    to
construe and interpret the terms of the Plan and awards granted under the Plan; and 


        (xii)    in
order to fulfill the purposes of the Plan and without amending the Plan, to modify grants of Options or Stock Purchase Rights to Participants who are foreign
nationals or employed outside of the United States in order to recognize differences in local law, tax policies or customs. 




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




        5.    Eligibility.    



        (a)  Recipients of Grants.  Nonstatutory Stock Options and Stock Purchase Rights may be granted to Employees and
Consultants. Incentive Stock Options may be granted only to Employees; provided however that Employees of Affiliates shall not be eligible to receive Incentive Stock Options. An Employee or Consultant
who has been granted an Option or Stock Purchase Right may, if he or she is otherwise eligible, be granted additional Options or Stock Purchase Rights. 


        (b)  Type of Option.  Each Option shall be designated in the Option Agreement as either an Incentive Stock Option
or a Nonstatutory Stock Option. However, notwithstanding such designations, to the extent that the aggregate Fair Market Value of Shares with respect to which Options designated as Incentive Stock
Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess 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, and the Fair Market Value of the
Shares subject to an Incentive Stock Option shall be determined as of the date of grant of such Option. 


        (c)  At-Will Relationship.  The Plan shall not confer upon any Participant any right with respect to
continuation of employment or consulting relationship with the Company, nor shall it interfere in any way with such holder's right or the Company's right to terminate his or her employment or
consulting relationship at any time, with or without cause. 




        6.    Term of Plan.    The Plan shall become effective upon its adoption by the Board. It shall continue in effect for
a term of ten years unless sooner terminated under Section 15 of the Plan. 


        7.    Term of Option.    The term of each Option shall be the term stated in the Option Agreement; provided, however,
that the term shall be no more than ten years from the date of grant thereof or such shorter term as may be provided in the Option Agreement. However, in the case of an Incentive Stock Option granted
to an Optionee who, at the time the Option is granted, is a Ten Percent Holder, the term of such Option shall be five years from the date of grant thereof or such shorter term as may be provided in
the Option Agreement. 


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        8.    Option Exercise Price and Consideration.    



        (a)    The
per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Administrator and set forth in the
Option Agreement, but shall be subject to the following: 



        (i)    In
the case of an Incentive Stock Option that is: 



        (A)    granted
to an Employee who at the time of grant is a Ten Percent Holder, the per Share 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 that is: 



        (A)    granted
prior to the date, if any, on which the Common Stock becomes a Listed Security to a person who at the time of grant is a Ten Percent Holder, the per Share
exercise price shall be no less than 110% of the Fair Market Value per Share on the date of the grant if required by the Applicable Laws and, if not so required, shall be such price as is determined
by the Administrator. 


        (B)    granted
prior to the date, if any, on which the Common Stock becomes a Listed Security to any other eligible person, the per Share exercise price shall be no less than
85% of the Fair Market Value per Share on the date of grant if required by the Applicable Laws and, if not so required, shall be such price as is determined by the Administrator. 




        (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) and may consist entirely of (1) cash; (2) check; (3) delivery of Optionee's promissory note with
such recourse, interest, security and redemption provisions as the Administrator determines to be appropriate (subject to the provisions of Section 153 of the Delaware General Corporation Law);
(4) cancellation of indebtedness; (5) other Shares that (x) in the case of Shares acquired upon exercise of an Option, either have been owned by the Optionee for more than six
months on the date of surrender or such other period as may be required to avoid a charge to the Company's earnings or were not acquired, directly or indirectly, from the Company, 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; (6) authorization for the Company to retain from the
total number of Shares as to which the Option is exercised that number of Shares having a Fair Market Value on the date of exercise equal to the exercise price for the total number of Shares as to
which the Option is exercised; (7) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to
effect exercise of the Option and prompt delivery to the Company of the sale or loan proceeds required to pay the exercise price and any applicable withholding taxes; (8) any combination of the
foregoing methods of payment; or (9) such other consideration and method of payment for the issuance of Shares to the extent permitted under the Applicable Laws. 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, and the Administrator may refuse to
accept a particular form of consideration at the time of any Option exercise if, in its sole discretion, acceptance of such form of consideration is not in the best interests of the Company at such
time. 



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        9.    Exercise of Option.    



        (a)  Procedure for Exercise; Rights as a Stockholder.  Any Option granted hereunder shall be exercisable at such
times and under such conditions as determined by the Administrator, consistent with the term of the Plan and reflected in the Option Agreement, including vesting requirements and/or performance
criteria with respect to the Company and/or the Optionee; provided however, that, if required by the Applicable Laws, any Option granted prior to the date, if any, upon which the Common Stock becomes
a Listed Security shall become exercisable at the rate of at least 20% per year over five years from the date the Option is granted. In the event that any of the Shares issued upon exercise of an
Option
(which exercise occurs prior to the date, if any, upon which the Common Stock becomes a Listed Security) should be subject to a right of repurchase in the Company's favor, such repurchase right shall,
if required by the Applicable Laws, lapse at the rate of at least 20% per year over five years from the date the Option is granted. Notwithstanding the above, in the case of an Option granted to an
officer, Director or Consultant of the Company or any Parent, Subsidiary or Affiliate of the Company, the Option may become fully exercisable, or a repurchase right, if any, in favor of the Company
shall lapse, at any time or during any period established by the Administrator. The Administrator shall have the discretion to determine whether and to what extent the vesting of Options shall be
tolled during any unpaid leave of absence; provided however that in the absence of such determination, vesting of Options shall be tolled during any such leave. 




        An
Option may not be exercised for a fraction of a Share. 


        An
Option shall be deemed exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the
Option and the Company has received full payment for the Shares with respect to which the Option is exercised. Full payment may, as authorized by the Administrator, consist of any consideration and
method of payment allowable under Section 8(b) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, not withstanding
the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly upon exercise of the Option. No adjustment will be made for a dividend or other right for
which the record date is prior to the date the stock certificate is issued, except as provided in Section 12 of the Plan. 


        Exercise
of an Option in any manner shall result in a decrease in the number of Shares that thereafter may be 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 Employment or Consulting Relationship.  In the event of termination of an Optionee's
Continuous Service Status with the Company, such Optionee may, but only within three months (or such other period of time, not less than 30 days, as is determined by the Administrator, with
such determination in the case of an Incentive Stock Option being made at the time of grant of the Option) after the date of such termination (but in no event later than the expiration date of the
term of such Option as set forth in the Option Agreement), exercise his or her Option to the extent that the Optionee was entitled to exercise it at the date of such termination. To the extent that
the Optionee was not entitled to exercise the Option at the date of such termination, or if the Optionee does not exercise the Option to the extent so entitled within the time specified above, the
Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan. Unless otherwise determined by the Administrator, no termination shall be
deemed to occur and this Section 9(b) shall not apply if (i) the Optionee is a Consultant who becomes an Employee, or (ii) the Optionee is an Employee who becomes a Consultant. 


        (c)  Disability of Optionee.  



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        (i)    Notwithstanding
Section 9(b) above, in the event of termination of an Optionee's Continuous Service Status as a result of his or her total and permanent
disability (within the meaning of Section 22(e)(3) of the Code), such Optionee may, but only within twelve months (or such other period of time as is determined by the Administrator, with such
determination in the case of an Incentive Stock Option made at the time of grant of the Option) from the date of such termination (but in no event later than the expiration date of the term of such
Option as set forth in the Option Agreement), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination. To the extent that the Optionee was not entitled to
exercise the Option at the date of termination, or if the Optionee does not exercise such Option to the extent so entitled within the time specified above, the Option shall terminate and the Optioned
Stock underlying the unexercised portion of the Option shall revert to the Plan. 


        (ii)    In
the event of termination of an Optionee's Continuous Service Status as a result of a disability which does not fall within the meaning of total and permanent
disability (as set forth in Section 22(e)(3) of the Code), such Optionee may, but only within twelve months (or such other period of time as is determined by the Administrator, with such
determination in the case of an Incentive Stock Option made at the time of grant of the Option) from the date of such termination (but in no event later than the expiration date of the term of such
Option as set forth in the Option Agreement), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination. However, to the extent that such Optionee fails to
exercise an Option that is an Incentive Stock Option (within the meaning of Section 422 of the Code) within three months of the date of such termination, the Option will not qualify for
Incentive Stock Option treatment under the Code. To the extent that the Optionee was not entitled to exercise the Option at the date of termination, or if the Optionee does not exercise such Option to
the extent so entitled within the time period specified above, the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan. 




        (d)  Death of Optionee.  In the event of the death of an Optionee during the period of Continuous Service Status
since the date of grant of the Option, or within 30 days following termination of the Optionee's Continuous Service Status, the Option may be exercised, at any time within twelve months
following the date of death (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), by such Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of death or, if earlier, the date of termination of the Optionee's
Continuous Service Status. To the extent that the Optionee was not entitled to exercise the Option at the date of death or termination, as the case may be, or if the Optionee does not exercise such
Option to the extent so entitled within the time specified above, the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan. 


        (e)  Extension of Exercise Period.  The Administrator shall have full power and authority to extend the period of
time for which an Option is to remain exercisable following termination of an Optionee's Continuous Status as an Employee or Consultant from the periods set forth in Sections 9(b), 9(c) and 9(d) above
or in the Option Agreement to such greater time as the Board shall deem appropriate,
provided, that in no event shall such Option be exercisable later than the date of expiration of the term of such Option as set forth in the Option Agreement. 


        (f)  Buy-Out Provisions.  The Administrator may at any time offer to buy out for a payment in cash or
Shares an Option previously granted under the Plan based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time such offer is made. 



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        10.    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 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, which shall in no event exceed 30 days from the date upon which the Administrator made the determination to grant the Stock Purchase Right. If required
by the Applicable Laws, the purchase price of Shares subject to Stock Purchase Rights shall not be less than 85% of the Fair Market Value of the Shares as of the date of the offer, or, in the case of
a person owning stock representing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the price shall not be less than 100% of the
Fair Market Value of the Shares as of the date of the offer. If the Applicable Laws do not impose restrictions on the purchase price, the purchase price of Shares subject to Stock Purchase Rights
shall be as determined by the Administrator. The offer to purchase Shares subject to Stock Purchase Rights shall be accepted by execution of a Restricted Stock Purchase Agreement in the form
determined by the Administrator. 


        (b)  Repurchase Option.  Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement
shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser's employment with the Company for any reason (including death or disability). The
purchase price for Shares repurchased pursuant to the Restricted Stock Purchase Agreement shall be the original purchase 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; provided, however, that with respect to a purchaser who is not an officer, Director
or Consultant of the Company or of any Parent or Subsidiary of the Company, it shall lapse at a minimum rate of 20% per year if required by the Applicable Laws. 


        (c)  Other Provisions.  The Restricted Stock 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. In addition, the provisions of Restricted Stock Purchase Agreements need not be the same
with respect to each purchaser. 


        (d)  Rights as a Stockholder.  Once the Stock Purchase Right is exercised, the purchaser shall have the rights
equivalent to those of a stockholder, and shall be a stockholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will 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 12 of the Plan. 




        11.    Taxes.    



        (a)    As
a condition of the exercise of an Option or Stock Purchase Right granted under the Plan, the Participant (or in the case of the Participant's death, the person
exercising the Option) shall make such arrangements as the Administrator may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise
in connection with the exercise of an Option or Stock Purchase Right and the issuance of Shares. The Company shall not be required to issue any Shares under the Plan until such obligations are
satisfied. 


        (b)    In
the case of an Employee and in the absence of any other arrangement, the Employee shall be deemed to have directed the Company to withhold or collect from his or her
compensation an amount sufficient to satisfy such tax obligations from the next payroll payment otherwise payable after the date of an exercise of the Option. 



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        (c)    This
Section 11(c) shall apply only after the date, if any, upon which the Common Stock becomes a Listed Security. In the case of a Participant other than an
Employee (or in the case of an Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with respect to any remaining tax obligations), in the absence of any other
arrangement and to the extent permitted under the Applicable Laws, the Participant shall be deemed to have elected to have the Company withhold from the Shares to be issued upon exercise of the Option
or Stock Purchase Right that number of Shares having a Fair Market Value determined as of the applicable Tax Date (as defined below) equal to the minimum statutory amounts required to be withheld. For
purposes of this Section 11, 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 under the Applicable
Laws (the "Tax Date"). 



        (d)    If
permitted by the Administrator, in its discretion, a Participant may satisfy his or her tax withholding obligations upon exercise of an Option or Stock Purchase Right
by surrendering to the Company Shares that (i) in the case of Shares previously acquired from the Company, have been owned by the Participant for more than six months on the date of surrender,
and (ii) have a Fair Market Value determined as of the applicable Tax Date equal to the minimum statutory amounts required to be withheld. 


        (e)    Any
election or deemed election by a Participant to have Shares withheld to satisfy tax withholding obligations under Section 11(c) or (d) above shall be
irrevocable as to the particular Shares as to which the election is made and shall be subject to the consent or disapproval of the Administrator. Any election by a Participant under
Section 11(d) above must be made on or prior to the applicable Tax Date. 


        (f)    In
the event an election to have Shares withheld is made by a Participant and the Tax Date is deferred under Section 83 of the Code because no election is filed
under Section 83(b) of the Code, the Participant shall receive the full number of Shares with respect to which the Option or Stock Purchase Right is exercised but such Participant shall be
unconditionally obligated to tender back to the Company the proper number of Shares on the Tax Date. 




        12.    Non-Transferability of Options and Stock Purchase Rights.    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; provided however that, after the date, if any, upon
which the Common Stock becomes a Listed Security, the Administrator may in its discretion grant transferable Nonstatutory Stock Options pursuant to Option Agreements specifying (i) the manner
in which such Nonstatutory Stock Options are transferable and (ii) that any such transfer shall be subject to the Applicable Laws. The designation of a beneficiary by an Optionee will not
constitute a transfer. An Option or Stock Purchase Right may be exercised, during the lifetime of the holder of the Option or Stock Purchase Right, only by such holder or a transferee permitted by
this Section 12. 


        13.    Adjustments Upon Changes in Capitalization, Corporate Transactions and Certain Other Transactions.    



        (a)  Changes in Capitalization.  Subject to any required action by the stockholders of the Company, the number of
shares of Common Stock covered by each outstanding Option or Stock Purchase Right, and the number of shares of Common Stock that have been authorized for issuance under the Plan but as to which no
Options or Stock Purchase Rights have yet been granted or that have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase Right, as well as the price per Share of
Common Stock covered by each such outstanding Option or Stock Purchase Right, 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, recapitalization or reclassification of the Common Stock (including any change in the number of Shares of Common Stock effected in
connection with a 



10





 


change of domicile of the Company), or any other increase or decrease in the number of issued shares of Common Stock 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, 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 Option or Stock Purchase
Right. 


        (b)  Dissolution or Liquidation.  In the event of the dissolution or liquidation of the Company, each outstanding
Option or Stock Purchase Right shall terminate immediately prior to the consummation of such action, unless otherwise provided by the Administrator. 


        (c)  Corporate Transactions; Change of Control.  In the event of a Corporate Transaction, each outstanding Option
and Stock Purchase Right shall be assumed or an equivalent option or right shall be substituted by the successor corporation or a Parent or Subsidiary of such successor corporation, unless such
successor corporation does not agree to assume the outstanding Options or Stock Purchase Rights or to substitute equivalent options or rights, in which case such Options or Stock Purchase Rights shall
terminate upon the consummation of the transaction; provided however that in the event of a Change of Control, each outstanding Option and Stock Purchase Right shall be assumed or an equivalent option
or right shall be substituted by the successor corporation or a Parent or Subsidiary of the successor corporation (such entity, the "Successor
Corporation"), unless the Successor Corporation does not agree to such assumption or substitution, in which case the vesting and exercisability of each outstanding Option and
Stock Purchase Right shall accelerate such that the Options shall become vested and exercisable to the extent of 50% of the Shares then unvested and any repurchase right of the Company with respect to
shares issued upon exercise of an Option or Stock Purchase Right shall lapse as to 50% of the Shares then subject to such repurchase right prior to consummation of the Change of Control at such time
and upon such conditions as the Administrator shall determine. To the extent that an Option or Stock Purchase Right is not exercised prior to consummation of a Change of Control transaction in which
the Option or Stock Purchase Right is not being assumed or substituted, such Option or Stock Purchase Right shall terminate upon such consummation and the Administrator shall notify the Optionee or
holder of such fact at least five (5) days prior to the date on which the Option or Stock Purchase Right terminates. 




        For
purposes of this Section 13(c), an Option or a Stock Purchase Right shall be considered assumed, without limitation, if, at the time of issuance of the stock or other
consideration upon a Corporate Transaction or a Change of Control, as the case may be, each holder of an Option or Stock Purchase Right would be entitled to receive upon exercise of the Option or
Stock Purchase Right the same number and kind of shares of stock or the same amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the
transaction if the holder had been, immediately prior to such transaction, the holder of the number of Shares of Common Stock covered by the Option or the Stock Purchase Right at such time (after
giving effect to any adjustments in the number of Shares covered by the Option or Stock Purchase Right as provided for in this Section 13); provided however that if such consideration received
in the transaction 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 upon exercise of the Option or Stock Purchase Right to be solely common stock of the successor corporation or its Parent equal to the Fair Market Value of the per Share consideration received
by holders of Common Stock in the transaction. 


11





 

        (d)  Certain Distributions.  In the event of any distribution to the Company's stockholders of securities of any
other entity or other assets (other than dividends payable in cash or stock of the Company) without
receipt of consideration by the Company, the Administrator may, in its discretion, appropriately adjust the price per Share of Common Stock covered by each outstanding Option or Stock Purchase Right
to reflect the effect of such distribution. 




        14.    Time of Granting Options and Stock Purchase Rights.    The date of grant of an Option or Stock Purchase Right
shall, for all purposes, be the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other date as is determined by the Administrator;
provided, however, that in the case of any Incentive Stock Option, the grant date shall be the later of the date on which the Administrator makes the determination granting such Incentive Stock Option
or the date of commencement of the Optionee's employment relationship with the Company. Notice of the determination shall be given to each Employee or Consultant to whom an Option or Stock Purchase
Right is so granted within a reasonable time after the date of such grant. 


        15.    Amendment and Termination of the Plan.    



        (a)  Authority to Amend or Terminate.  The Board may at any time amend, alter, suspend, discontinue or terminate
the Plan, but no amendment, alteration, suspension, discontinuation or termination (other than an adjustment made pursuant to Section 13 above) shall be made that would materially and adversely
affect the rights of any Optionee or holder of Stock Purchase Rights under any outstanding grant, without his or her consent. In addition, to the extent necessary and desirable to comply with the
Applicable Laws, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required. 



        (b)  Effect of Amendment or Termination.  No amendment or termination of the Plan shall materially and adversely
affect Options already granted, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. 




        16.    Conditions Upon Issuance of Shares.    Notwithstanding any other provision of the Plan or any agreement entered
into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for, failure to issue or deliver any Shares under the Plan unless such issuance or delivery
would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. 


        As
a condition to the exercise of an Option or Stock Purchase Right, the Company may require the person exercising such Option or Stock Purchase Right to represent and warrant at the
time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required by law. 


        17.    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. 


        18.    Agreements.    Options and Stock Purchase Rights shall be evidenced by Option Agreements and Restricted Stock
Purchase Agreements, respectively, in such form(s) as the Administrator shall from time to time approve. 



        19.    Stockholder Approval.    If required by the Applicable Laws, continuance of the Plan shall be subject to
approval by the stockholders of the Company within twelve months before or after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and manner required under the
Applicable Laws. 


        20.    Information and Documents to Optionees and Purchasers.    Prior to the date, if any, upon which the Common
Stock becomes a Listed Security and if required by the Applicable Laws, the Company 


12





 




shall provide financial statements at least annually to each Optionee and to each individual who acquired Shares pursuant to the Plan, 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 acquired Shares pursuant to the Plan, during the period such individual owns such Shares. The Company shall not be
required to provide such information if the issuance of Options or Stock Purchase Rights under the Plan is limited to key employees whose duties in connection with the Company assure their access to
equivalent information. In addition, at the time of issuance of any securities under the Plan, the Company shall provide to the Optionee or the purchaser a copy of the Plan and any agreement(s)
pursuant to which securities granted under the Plan are issued. 


13






   TICKETWEB INC.

2000 STOCK PLAN

NOTICE OF STOCK OPTION GRANT  


«Optionee»

«OptioneeAddress» 



        You
have been granted an option to purchase Common Stock "Common Stock" of TicketWeb Inc. (the
"Company") as follows: 



	

        Board Approval Date:	
 	

 
	 	

Date of Grant (Later of Board Approval Date or Commence- ment of Employment/Consulting):	
 	

 
	 	

Vesting Commencement Date:	
 	

«VestingCommencementDate»
	 	

Exercise Price per Share:	
 	

«ExercisePrice»
	 	

Total Number of Shares Granted:	
 	

«NoofShares»
	 	

Total Exercise Price:	
 	

$«TotalExercisePrice»
	 	

Type of Option:	
 	

«ISO»                  Incentive Stock Option
	 	

 	
 	

«NSO»                  Nonstatutory Stock Option
	 	

Term/Expiration Date:	
 	

January 31, 2010
	 	

Vesting Schedule:	
 	

This Option may be exercised, in whole or in part, in accordance with the following schedule:

«Vesting»
	 	

Termination Period:	
 	

This Option may be exercised for thirty days after termination of employment or consulting relationship except as set out in Sections 6 and 7 of the Stock Option Agreement (but in no event later than the Expiration Date).




14





 

        By
your signature and the signature of the Company's representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of the
2000 Stock Plan and the Stock Option Agreement, both of which are attached and made a part of this document. 



	
«Optionee»:	
 	

TICKETWEB INC.
	

  
 Signature	
 	

By:	

  

	



  
 Print Name	

 	



 	



  
 Andrew Dreskin

President






15






TICKETWEB INC.

2000 STOCK PLAN

STOCK OPTION AGREEMENT  


        1.    Grant of Option.    TicketWeb Inc., a Delaware corporation (the
"Company"), hereby grants to «Optionee» ("Optionee"), an option (the
"Option") to purchase a total number of shares of Common Stock (the "Shares") set forth in the Notice of
Stock Option Grant, at the exercise price per share set forth in the Notice of Stock Option Grant (the "Exercise Price") subject to the terms,
definitions and provisions of the TicketWeb Inc. 1999 Stock Plan (the "Plan") adopted by the Company, which is incorporated herein by reference.
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option. 


        If
designated an Incentive Stock Option, this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. 



        2.    Exercise of Option.    This Option shall be exercisable during its Term in accordance with the Vesting Schedule
set out in the Notice of Stock Option Grant and with the provisions of Section 9 of the Plan as follows: 



        (a)  Right to Exercise.  



        (i)    This
Option may not be exercised for a fraction of a share. 



        (ii)    In
the event of Optionee's death, disability or other termination of employment, the exercisability of the Option is governed by Sections 5, 6 and 7 below, subject to
the limitation contained in Section 2(a)(i). 


        (iii)    In
no event may this Option be exercised after the Expiration Date of this Option as set forth in the Notice of Stock Option Grant. 




        (b)  Method of Exercise.    This Option shall be exercisable by execution and delivery of the Exercise Notice and
Restricted Stock Purchase Agreement attached hereto as Exhibit A (the "Exercise Agreement") or of
any other form of written notice approved for such purpose by the Company which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised,
and such other representations and agreements as to the holder's investment intent with respect to such shares of Common Stock as may be required by the Company pursuant to the provisions of the Plan.
Such written notice shall be signed by Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the
Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price. 




        No
Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of applicable law and the requirements of
any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date on which the Option is
exercised with respect to such Shares. 


        3.    Method of Payment.    Payment of the Exercise Price shall be by cash, check, or any other method permitted under
the Plan; provided however that the Administrator may refuse to allow Optionee to tender a particular form of payment (other than cash or check) if, in the Administrator's sole discretion, acceptance
of such form of consideration would not be in the best interests of the Company at such time. 


        4.    Restrictions on Exercise.    This Option may not be exercised until such time as the Plan has been approved by
the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable federal
or state securities or other law or regulation, including any rule under Part 207 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to
the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by any applicable law or regulation. 





 



        5.    Termination of Relationship.    In the event of termination of Optionee's Continuous Status as an Employee or
Consultant, Optionee may, to the extent otherwise so entitled at the date of such termination (the "Termination Date"), exercise this Option during the
Termination Period set forth in the Notice of Stock Option Grant. To the extent that Optionee was not entitled to exercise this Option
at such Termination Date, or if Optionee does not exercise this Option within the Termination Period, the Option shall terminate. 


        6.    Disability of Optionee.    



        (a)    Notwithstanding
the provisions of Section 5 above, in the event of termination of Optionee's Continuous Status as an Employee or Consultant as a result of
Optionee's total and permanent disability (as defined in Section 22(e)(3) of the Code), Optionee may, but only within twelve months from the Termination Date (but in no event later than the
Expiration Date set forth in the Notice of Stock Option Grant), exercise this Option to the extent Optionee was entitled to exercise it as of such Termination Date. To the extent that Optionee was not
entitled to exercise the Option as of the Termination Date, or if Optionee does not exercise such Option (to the extent so entitled) within the time specified in this Section 6(a), the Option
shall terminate. 


        (b)    Notwithstanding
the provisions of Section 5 above, in the event of termination of Optionee's consulting relationship or Continuous Status as an Employee as a
result of disability not constituting a total and permanent disability (as set forth in Section 22(e)(3) of the Code), Optionee may, but only within six months from the Termination Date (but in
no event later than the Expiration Date set forth in the Notice of Stock Option Grant), exercise the Option to the extent Optionee was entitled to exercise it as of such Termination Date; provided,
however, that if this is an Incentive Stock Option and Optionee fails to exercise this Incentive Stock Option within three months from the Termination Date, this Option will cease to qualify as an
Incentive Stock Option (as defined in Section 422 of the Code) and Optionee will be treated for federal income tax purposes as having received ordinary income at the time of such exercise in an
amount generally measured by the difference between the Exercise Price for the Shares and the Fair Market Value of the Shares on the date of exercise. To the extent that Optionee was not entitled to
exercise the Option at the Termination Date, or if Optionee does not exercise such Option to the extent so entitled within the time specified in this Section 6(b), the Option shall terminate. 




        7.    Death of Optionee.    In the event of the death of Optionee (a) during the Term of this Option and while
an Employee or Consultant of the Company and having been in Continuous Status as an Employee or Consultant since the date of grant of the Option, or (b) within 30 days after Optionee's
Termination Date, the Option may be exercised at any time within six months following the date of death (but in no event later than the Expiration Date set forth in the Notice of Stock Option Grant),
by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the Termination Date. 


        8.    Non-Transferability of Option.    This Option may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the executors, administrators,
heirs, successors and assigns of Optionee. 


        9.    Term of Option.    This Option may be exercised only within the Term set forth in the Notice of Stock Option
Grant, subject to the limitations set forth in Section 7 of the Plan. 


        10.    Tax Consequences.    Set forth below is a brief summary as of the date of this Option of certain of the federal
and California tax consequences of exercise of this Option and disposition of the Shares under the laws in effect as of the Date of Grant. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. 


2





 



        (a)  Exercise of Incentive Stock Option.  If this Option qualifies as an Incentive Stock Option, there will be no
regular federal or California income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price
will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject Optionee to the alternative minimum tax in the year of exercise. 


        (b)  Exercise of Nonstatutory Stock Option.  If this Option does not qualify as an Incentive Stock Option, there
may be a regular federal income tax liability and a California income tax liability upon the exercise of the Option. Optionee will be treated as having received compensation income (taxable at
ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Optionee is an employee, the Company will be required
to withhold from Optionee's compensation or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise. 


        (c)  Disposition of Shares.  In the case of a Nonstatutory Stock Option, if Shares are held for more than one
year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal and California income tax purposes. In the case of an Incentive Stock Option, if
Shares transferred pursuant to the Option are held for more than one year after exercise and are disposed of at least two years after the Date of Grant, any gain realized on disposition of the Shares
will also be treated as long-term capital gain for federal and California income tax purposes. In either case, the long-term capital gain will be taxed for federal income tax
and alternative minimum tax purposes at a maximum rate of 20% if the Shares are held more than one year after exercise. If Shares purchased under an Incentive Stock Option are disposed of within one
year after exercise or within two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the
difference between the Exercise Price and the lesser of (i) the Fair Market Value of the Shares on the date of exercise, or (ii) the sale price of the Shares. 



        (d)  Notice of Disqualifying Disposition of Incentive Stock Option Shares.  If the Option granted to Optionee
herein is an Incentive Stock Option, and if Optionee sells or otherwise disposes of any of the Shares
acquired pursuant to the Incentive Stock Option on or before the later of (i) the date two years after the Date of Grant, or (ii) the date one year after the date of exercise, Optionee
shall immediately notify the Company in writing of such disposition. Optionee acknowledges and agrees that he or she may be subject to income tax withholding by the Company on the compensation income
recognized by Optionee from the early disposition by payment in cash or out of the current earnings paid to Optionee. 




        11.    Withholding Tax Obligations.    



        (a)  General Withholding Obligations.  As a condition to the exercise of Option granted hereunder, Optionee shall
make such arrangements as the Administrator may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with the exercise, receipt
or vesting of the Option. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. Optionee understands that, upon exercising a Nonstatutory Stock
Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares over the Exercise Price. If Optionee is an employee, the Company
will be required to withhold from Optionee's compensation, or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income.
Additionally, Optionee may at some point be required to satisfy tax withholding obligations with respect to the disqualifying disposition of an Incentive Stock Option. Optionee shall satisfy his or
her tax withholding obligation arising upon the exercise of this Option by one or some combination of the following methods: (i) by cash or check payment, (ii) out of Optionee's current
compensation, (iii) if permitted by the Administrator, 



3





 


in its discretion, by surrendering to the Company Shares which (A) in the case of Shares previously acquired from the Company, have been owned by Optionee for more than six months on the date
of surrender, and (B) have a Fair Market Value determined as of the applicable Tax Date (as defined in Section 11(c) below) on the date of surrender equal to the minimum statutory
amounts required to be withheld, or (iv) by electing to have the Company withhold from the Shares to be issued upon exercise of the Option, or the Shares to be issued in connection with the
Stock Purchase Right, if any, that number of Shares having a Fair Market Value determined as of the applicable Tax Date equal to the minimum statutory amounts required to be withheld. 


        (b)  Stock Withholding to Satisfy Withholding Tax Obligations.  In the event the Administrator allows Optionee to
satisfy his or her tax withholding obligations as provided in Section 11(a)(iii) or (iv) above, such satisfaction must comply with the requirements of this Section (11)(b)
and all applicable laws. All elections by Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Administrator and shall be
subject to the following restrictions: 



        (i)    the
election must be made on or prior to the applicable Tax Date (as defined in Section 11(c) below); 


        (ii)    once
made, the election shall be irrevocable as to the particular Shares of the Option as to which the election is made; and 


        (iii)    all
elections shall be subject to the consent or disapproval of the Administrator. 





        In
the event the election to have Shares withheld is made by Optionee and the Tax Date is deferred under Section 83 of the Code because no election is filed under
Section 83(b) of the Code, Optionee shall receive the full number of Shares with respect to which the Option is exercised but Optionee shall be unconditionally obligated to tender back to the
Company the proper number of Shares on the Tax Date. 



        (c)  Definitions.  For purposes of this Section 11, 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 under the Applicable Laws (the "Tax Date"). 




        12.    Market Standoff Agreement.    In connection with the initial public offering of the Company's securities and
upon request of the Company or the underwriters managing such underwritten offering of the Company's securities, Optionee agrees not to sell, make any short sale of, loan, grant any option for the
purchase of, or otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case
may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an
agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company's initial public offering. 


        [Signature Page Follows] 


4





 

        This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one document. 



	 	 	TICKETWEB INC.
	

 	
 	

By:	
 	

 Andrew Dreskin

President





        OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT OR CONSULTANCY AT THE WILL OF
THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S
STOCK PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY
WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. 



        Optionee
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 this Option subject to all of the
terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully
understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the
Plan or this Option. 



	Dated:	 	    
	 	    
 "Optionee"




5






   EXHIBIT A  


TICKETWEB INC.

2000 STOCK PLAN

EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT  


        This Agreement ("Agreement") is made as
of                        , by and between TicketWeb Inc., a Delaware
corporation (the "Company,"), and «Optionee» ("Purchaser"). To the extent any
capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the 2000 Stock Plan. 


        1.    Exercise of Option.    Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or
her option to purchase                        shares of the Common Stock (the "Shares") of the Company under and pursuant to the Company's 2000 Stock Plan (the
"Plan") and the Stock Option Agreement dated                        , (the
"Option Agreement"). The purchase
price for the Shares shall be $«ExercisePrice» per Share for a total purchase price of $                        . The
term "Shares"
refers to the purchased Shares and all securities received in replacement of the Shares or as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization,
merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser's ownership of the Shares. 


        2.    Time and Place of Exercise.    The purchase and sale of the Shares under this Agreement shall occur at the
principal office of the Company simultaneously with the execution and delivery of this Agreement in accordance with the provisions of Section 2(b) of the Option Agreement. On such date, the
Company will deliver to Purchaser a certificate representing the Shares to be purchased by Purchaser (which shall be issued in Purchaser's name) against payment of the exercise price therefor by
Purchaser by (a) check made payable to the Company, (b) cancellation of indebtedness of the Company to Purchaser, or (c) a combination of the foregoing. 


        3.    Limitations on Transfer.    In addition to any other limitation on transfer created by applicable securities
laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws. 



        (a)  Right of First Refusal.  Before any Shares held by Purchaser or any transferee of Purchaser (either being
sometimes referred to herein as the "Holder") may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its
assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(a) (the "Right of First
Refusal"). 



        (i)    Notice of Proposed Transfer.    The Holder of the Shares shall deliver to the Company a written notice (the
"Notice") stating: (i) the Holder's bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed
purchaser or other transferee ("Proposed Transferee"); (iii) the number of Shares to be transferred to each Proposed Transferee; and
(iv) the terms and conditions of each proposed sale or transfer. The Holder shall offer the Shares at the same price (the "Offered Price") and
upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s). 


        (ii)    Exercise of Right of First Refusal.    At any time within 30 days after receipt of the Notice, the
Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed
Transferees, at the purchase price determined in accordance with subsection (iii) below. 




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        (iii)    Purchase Price.    The purchase price ("Purchase Price") for
the Shares purchased by the Company or its assignee(s) under this Section 3(a) shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value
of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith. 


        (iv)    Payment.    Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in
cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination
thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice. 



        (v)    Holder's Right to Transfer.    If all of the Shares proposed in the Notice to be transferred to a given
Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 3(a), then the Holder may sell or otherwise transfer such Shares to that Proposed
Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 60 days after the date of the Notice and provided further that any such
sale or other transfer is effected
in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue to apply to the Shares in the hands of such
Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them
more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by
the Holder may be sold or otherwise transferred. 


        (vi)    Exception for Certain Family Transfers.    Anything to the contrary contained in this Section 3(a)
notwithstanding, the transfer of any or all of the Shares during Purchaser's lifetime or on Purchaser's death by will or intestacy to Purchaser's Immediate Family (as defined below) or a trust for the
benefit of Purchaser's Immediate Family shall be exempt from the provisions of this Section 3(a). "Immediate Family" as used herein shall mean
spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions
of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 3. 




        (b)  Involuntary Transfer.  



        (i)    Company's Right to Purchase upon Involuntary Transfer.    In the event, at any time after the date of this
Agreement, of any transfer by operation of law or other involuntary transfer (including divorce or death, but excluding, in the event of death, a transfer to Immediate Family as set forth in
Section 3(a)(vi) above) of all or a portion of the Shares by the record holder thereof, the Company shall have the right to purchase all of the Shares transferred at the greater of the
purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the Shares on the date of transfer. Upon such a transfer, the person acquiring the Shares shall promptly notify
the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period of 30 days following receipt by the Company of written notice by
the person acquiring the Shares. 


        (ii)    Price for Involuntary Transfer.    With respect to any stock to be transferred pursuant to
Section 3(b)(i), the price per Share shall be a price set by the Board of Directors of the Company that will reflect the current value of the stock in terms of present earnings and future
prospects of the Company. The Company shall notify Purchaser or his or her executor 




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of the price so determined within 30 days after receipt by it of written notice of the transfer or proposed transfer of Shares. However, if the Purchaser does not agree with the valuation as
determined by the Board of Directors of the Company, the Purchaser shall be entitled to have the valuation determined by an independent appraiser to be mutually agreed upon by the Company and the
Purchaser and whose fees shall be borne equally by the Company and the Purchaser. 




        (c)  Assignment.  The right of the Company to purchase any part of the Shares may be assigned in whole or in part
to any stockholder or stockholders of the Company or other persons or organizations. 


        (d)  Restrictions Binding on Transferees.  All transferees of Shares or any interest therein will receive and hold
such Shares or interest subject to the provisions of this Agreement. Any sale or transfer of the Shares shall be void unless the provisions of this Agreement are satisfied. 



        (e)  Termination of Rights.  The Right of First Refusal and the Company's right to repurchase the Shares in the
event of an involuntary transfer pursuant to Section 3(b) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement
filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"). 


        (f)  Market Standoff Agreement.  In connection with the initial public offering of the Company's securities and
upon request of the Company or the underwriters managing such underwritten offering of the Company's securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the
purchase of, or otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case
may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an
agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company's initial public offering. 




        4.    Investment and Taxation Representations.    In connection with the purchase of the Shares, Purchaser represents
to the Company the following: 



        (a)    Purchaser is aware of the Company's business affairs and financial condition and has acquired sufficient information
about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing the Shares for investment for his or her own account only and not with a view to, or
for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. 



        (b)    Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption
therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein. 


        (c)    Purchaser understands that the Shares are "restricted securities" under applicable U.S. federal and state securities laws
and that, pursuant to these laws, Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption
from such registration and qualification requirements is available. Purchaser acknowledges that the Company has no obligation to register or qualify the Shares for resale. Purchaser further
acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the
holding period for the Shares, and requirements relating to the Company which are outside of the Purchaser's control, and which the Company is under no obligation and may not be able to satisfy. 



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        (d)    Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser's purchase or
disposition of the Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that
Purchaser is not relying on the Company for any tax advice. 




        5.    Restrictive Legends and Stop-Transfer Orders.    



        (a)  Legends.  The certificate or certificates representing the Shares shall bear the following legends (as well
as any legends required by applicable state and federal corporate and securities laws): 




	(i)
	THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH
A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN
A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.



	(ii)
	THE
SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE
STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 






        (b)  Stop-Transfer Notices.  Purchaser agrees that, in order to ensure compliance with the
restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records. 


        (c)  Refusal to Transfer.  The Company shall not be required (i) to transfer on its books any Shares that
have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so transferred. 


        (d)  Removal of Legend.  When all of the following events have occurred, the Shares then held by Purchaser will no
longer be subject to the legend referred to in Section 5(a)(ii): (i) the termination of the Right of First Refusal; and (ii) the expiration or termination of the market standoff
provisions of Section 3(f) (and of any agreement entered pursuant to Section 3(f)). After such time, and upon Purchaser's request, a new certificate or certificates representing the
Shares not repurchased shall be issued without the legend referred to in Section 5(a)(ii), and delivered to Purchaser. 




        6.    No Employment Rights.    Nothing in this Agreement shall affect in any manner whatsoever the right or power of
the Company, or a Parent or Subsidiary of the Company, to terminate Purchaser's employment or consulting relationship, for any reason, with or without cause. 


        7.    Miscellaneous.    



        (a)  Governing Law.  This Agreement and all acts and transactions pursuant hereto and the rights and obligations
of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 



        (b)  Entire Agreement; Enforcement of Rights.  This Agreement sets forth the entire agreement and understanding of
the parties relating to the subject matter herein and merges all prior 



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discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this
Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. 



        (c)  Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law,
the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall
be enforceable in accordance with its terms. 


        (d)  Construction.  This Agreement is the result of negotiations between and has been reviewed by each of the
parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or
against any one of the parties hereto. 


        (e)  Notices.  Any notice required or permitted by this Agreement shall be in writing and shall be deemed
sufficient when delivered personally or sent by telegram or fax or 48 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the
party to be notified at such party's address as set forth below or as subsequently modified by written notice. 



        (f)  Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument. 


        (g)  Successors and Assigns.  The rights and benefits of this Agreement shall inure to the benefit of, and be
enforceable by the Company's successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company. 



        (h)  California Corporate Securities Law.  THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS
NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE
QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT
ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. 



[Signature Page Follows] 


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        The
parties have executed this Exercise Notice and Restricted Stock Purchase Agreement as of the date first set forth above. 



	 	COMPANY:
	

 	

TICKETWEB INC.
	
 	

By:	

 
	 	 	

	

 	

Name:	

 
	 	 	
 (print)
	

 	

Title:	

 
	 	 	

	

 	

2929 Seventh St., Suite 200

Berkeley, CA 94710
	

 	
PURCHASER:
	

 	

«OPTIONEE»
	

 	

 (Signature)
	

 	

 (Print Name)
	

 	

Address:
	

 	

«OptioneeAddress»





I,
                        , spouse of «Optionee», have read and hereby approve the foregoing Agreement. In
consideration of the Company's granting my
spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community property or similar interest that I
may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any
rights under the Agreement. 



	 	 	
 Spouse of «Optionee»




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   RECEIPT  


        The undersigned hereby acknowledges receipt of Certificate No.                  for
            
shares of Common Stock of TicketWeb Inc. 



	

Dated:	
 	

 	
 	

 
	 	 	
	 	
 «Optionee»




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RECEIPT  


        TicketWeb Inc. (the "Company") hereby acknowledges receipt of (check as applicable): 



                    
A check in the amount of $                   


                    
The cancellation of indebtedness in the amount of $                   



given
by «Optionee» as consideration for Certificate No.              for              shares of Common Stock
of
the Company. 



	Dated:	 	 	 	 	 	 
	 	 	
	 	TICKETWEB INC.
	

 	
 	

 	
 	

By:	
 	

 
	 	 	 	 	 	 	

	

 	
 	

 	
 	

Name:	
 	

 
	 	 	 	 	 	 	
 (print)
	

 	
 	

 	
 	

Title:	
 	

 
	 	 	 	 	 	 	





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EXHIBIT 10.14