**EXHIBIT 10.2.11**
**Director Compensation Program for 2005**
(adopted by the Ask Jeeves Board of Directors, November 4, 2004)
          WHEREAS, this Board and its Compensation Committee has considered market survey data regardingcompensation for directors and following such review, and extensive discussion and deliberation,this Committee has recommended and the Board deems it appropriate to approve, the cash and stockcompensation program set forth below (which continues the compensation program in effectimmediately before this meeting).
   **NOW, THEREFORE, BE IT RESOLVED**, that effective January 1, 2005, the cash compensation forAsk Jeeves directors shall continue as follows:
 •  Each non-employee director will receive an annual payment of $15,000, payable inequal quarterly installments on the last day of each quarter, provided that thedirector is still a member of our Board at such time;
 •  Each non-employee director will also receive an additional payment of $1,000 forthe fifth and each successive Board meeting in which he participates per year,payable in arrears at the end of each fiscal quarter;
 •  For a service on any of the standing committees, (i.e., the audit, compensationor nominating committees):
 •  each non-employee committee chairman will receive anadditional quarterly payment of $1,250 per chairmanship, payable in arrearseach quarter, provided that such director continues to serve as chairpersonof the committee on the final day of the quarter then ended; and
 •  each other non-employee member of each committee memberwill receive an additional quarterly payment of $625 per committee on whichhe serves, in arrears each quarter, provided that such director continuesto serve on the committee on the final day of the quarter then ended.  •  However, notwithstanding the foregoing, no paymentsshall be made for committee service in respect of any year if the committeedoes not meet at least once during that calendar year.  •  Each non-employee director will also receive anadditional payment of $1,000 for the fifth and each successive meeting ofthe audit, compensation or nominating committee in which he participatesper year.
 •  For these purposes
 •  a meeting will not include an action by written consentbut will include any assembly for which official committee minutes are kept(with multi-day meetings treated as a single meeting, and executivesessions treated as separate Board meetings only if no other Board meetingwas held on the same day); and
 •  each committee shall be tracked separately (such thatone director participating in four audit committee meetings and onecompensation committee meeting would not receive the special fifth-meeting compensation);
 

 

 •  In the event that the Board creates any special committees and does not specifythe compensation for the committee members thereof, the non-employee directorchairperson and non-employee director members of such committee shall receive cashcompensation as set forth above for the standing committees.
 •  All directors who live outside the greater San Francisco Bay Area will bereimbursed for expenses incurred in connection with attending Board and committeemeetings.
   **RESOLVED, FURTHER**, that effective January 1, 2005, the directors’ automatic option grantprogram shall continue as follows:
 •  *Initial Election Award of 50,000 Options.*Each individual who first becomes adirector after January 1, 2005 (other than an individual who was employed by theCompany (or any of its subsidiaries) within the six-month period prior to his orher election or appointment to the Board) will automatically be granted options asof the Board election or appointment date to purchase up to 50,000 shares of theCompany’s common stock, such options vesting over four years as described below.
 •  *Continuing Service Awards*. On the first business day of each calendar quarter,each non-employee director who, on such date, has served as a director for at leastsix months will be automatically granted options to purchase up to 3,000 shares ofthe Company’s common stock (or 4,500 shares, in the case of the chairman of theBoard, regardless of whether or not the chairman is at that time an employee of theCompany), such options vesting over four quarters as described below.
 •  *Option Terms*. The per share exercise price of each of the foregoing optionswill be the closing market price of one share of the Company’s common stock on theNasdaq National Market on the date as of which such option is granted. The term ofeach option under the non-employee director option grant program will be 10 yearsfrom the respective date of grant of the option, subject to earlier termination asset forth in the plan under which the options are granted.
 •  *Vesting Schedule*.
 •  Each initial election option will vest over four yearswith 25% vesting on the first anniversary of the grant date, and thebalance vesting in equal monthly installments over the subsequentthirty-six month period.
 •  The quarterly continuing service awards will vest overa one-year period, with 25% vesting each quarter, commencing one quarterafter the date of grant.
 •  If a director ceases to provide services to theCompany, the director’s unvested options granted under the non-employeedirector option grant program will terminate and the director will have 90days (or one year in the event of the director’s death or disability) toexercise any vested options.
 •  As provided in the 1999 Equity Incentive Plan, optionsgranted to directors under the non-employee director option grant programmay become vested upon, and may terminate in connection with, certain salesor other dispositions of all or substantially all of the Company’s assets orcertain merger or consolidation events in which the options are not to beassumed or continued following the event.