EX-10.59



 







Exhibit 10.59




GREENFIELD ONLINE, INC.

STOCK OPTION GRANT NOTICE




Greenfield
Online, Inc. (the “Company”), hereby grants to
___ (the “Optionholder”) a
Non-Qualified option to purchase the number of shares of the Company’s common stock, par value
$0.0001 per share (the “Common Stock”), as set forth below (the “Option”). This Option is granted
pursuant to the terms of the Company’s Amended 2004 Equity Incentive Plan (“Equity Plan”), except
as modified by this Grant Notice and any Employment Agreement between the Optionee and the Company.
This Option is subject to all the terms and conditions as set forth herein and the Stock Option
Agreement and the Notice of Exercise, all of which are attached hereto and incorporated herein by
reference in their entirety.



	 	 	 	 	 
	Optionholder
	 	 	 	 
	Date of grant
	 	February 27, 2006
	Number of Shares Subject to Option
	 	 	 	 
	Exercise Price (per share)
	 	$	7.04
	Total Exercise Price
	 	$	 	 
	Expiration Date
	 	February 27, 2013
	Vesting Commencement Date
	 	February 27, 2007






Vesting Schedule: This Option shall vest over 4 years, with 25% vesting on the anniversary of the
date of grant and 12.5% vesting each 6 months thereafter, provided, however,
vesting of all or any portion of this Option shall accelerate in the event of a termination of
Optionee’s employment by the Company without Cause or Optionee’s Resignation for Good Reason, in
each case which occurs as a result of or within twelve (12) months after a Change in Control.



Change of Control shall have the meaning ascribed to it in the Equity Plan.



Cause shall mean: (i) the Optionholder’s material breach of any of the terms of any
employment agreement between the Company and Option Holder; (ii) the conviction of a crime
involving fraud, theft or dishonesty by the Optionholder; (iii) the Optionholder’s willful and
continuing disregard of lawful instructions of the Company’s Board of Directors (“Board”), or
superiors (if any), (iv) clear violation of written policies of the Company; (v) the continued use
of alcohol or drugs by the Optionholder to an extent that, in the good faith determination of the
Board, such use interferes in any manner with the performance of the Optionholder’s duties and
responsibilities; or (vi) the conviction of the Optionholder for violating any Law constituting a
felony (including the Foreign Corrupt Practices Act of 1977). In the case of subsection (iv) of
this paragraph, and except for a material violation of written Company policies concerning
compliance with the federal securities laws or NASD listing requirements or which is otherwise
reasonably determined by the Board not to be curable, the Board shall provide not less than one (1)
written warning of the conduct or alleged conduct which does or may constitute violation of the
policies referred to in such subsection, and shall provide Optionholder with reasonable opportunity
to cure such violations or come into compliance with such policies



Resignation for Good Reason. The Optionholder may resign for Good Reason effective 30 days
after giving the notice contemplated by this paragraph unless the Company, or its successor, cures
the event or condition constituting Good Reason within such period. For purposes of this Section,
“Good Reason” shall mean any one of the following: (i) a Material Diminution of the
Optionholder’s status as held by the Optionholder immediately prior to the Change in Control, or
assignment of duties and responsibilities inconsistent with those held by the Optionholder
immediately prior to a Change of Control; (ii) the relocation of the Optionholder to any place
greater than thirty (30) miles from Optionholder’s current principal location (excluding New York
City); or (iii) a substantial reduction of the Optionholder’s compensation package existing
immediately prior to a Change of Control, unless such a reduction is made by the Company ratably
with all other employees at similar levels of responsibility. Notwithstanding the foregoing, any
of the events described in clauses (i) through (iii) of this paragraph shall constitute “Good




 









 







Reason” only if the Company, or its successor, fails to cure such event within 30 days after
receipt from the Optionholder of written notice of the event that constitutes Good Reason; and
“Good Reason” under clauses (i) through (iii) above shall cease to exist for any event on the 60th
day following the later of its occurrence or the Optionholder’s actual knowledge thereof, unless
the Optionholder has given the Company, or its successor, written notice thereof prior to such
date.




Material Diminution: shall be measured by comparing the nature of the Optionholder’s
duties, management responsibility, revenues of the respective business units managed or serviced by
the Optionholder and the respective number of people reporting to the Optionholder before and after
the Change in Control, rather than on the basis of Optionholder’s title or to whom he reports
following the Change in Control.



Payment:           By one or a combination of the following items that are checked below (as described in the
Stock Option Agreement):



	 	 	 	 	 
	 

	 	þ
	 	By cash or check
	 
	 	 	 	 
	 

	 	þ
	 	Pursuant to a Regulation T Program, if the Shares
are publicly traded
	 
	 	 	 	 
	 

	 	þ
	 	By delivery of already-owned shares, if the Shares
are publicly traded






Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and
understands and agrees to, this Grant Notice, the Stock Option Agreement, the Notice of Exercise,
the Equity Plan and the Employment Agreement (if any). Optionholder further acknowledges that as of
the Date of Grant, this Grant Notice, the Stock Option Agreement, the Notice of Exercise, the
Equity Plan and the Employment Agreement (if any) set forth the entire understanding between Option
holder and the Company regarding acquisition of Common Stock and supersede all prior oral and
written agreements on that subject.



	 	 	 	 	 	 	 	 	 	 	 
	Greenfield Online, Inc.	 	 	 	Optionholder:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	   Signature	 	 	 	          Signature	 	 
	Title:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	Date:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 






Attachments: Stock Option Agreement and the Notice of Exercise