exv10w6






Exhibit 10.6




LOOPNET, INC.

2006 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT (NONSTATUTORY)




     THIS STOCK OPTION AGREEMENT (the “Agreement”) dated [GRANT DATE] (“Grant Date”) between
LoopNet, Inc., a Delaware corporation (the “Company”), and [EMPLOYEE NAME] (“Optionee”), is entered
into as follows:



WITNESSETH:




     WHEREAS, the Company has established the 2006 Equity Incentive Plan (the “Plan”); and



     WHEREAS, the Compensation Committee of the Board of Directors of the Company or its delegates
(the “Committee”) has determined that Optionee shall be granted an option under the Plan as
hereinafter set forth;



     The parties hereby agree that the Company grants, effective as of the Grant Date, Optionee an
option (this “Option”) to purchase [SHARES] shares of its $0.001 par value Common Stock (the
“Shares”) upon the terms and conditions set forth in this Agreement.


1. Plan Award. This Option is granted under and pursuant to the Plan and is subject to
each and all of the provisions thereof.



2. Exercise Price. The exercise price applicable to this Option (meaning, the price
Optionee must pay in order to purchase any Shares hereunder) shall be [PRICE] per Share.



3. Vesting and Exercise of Option. Subject to Optionee’s not experiencing a Termination of
Employment during the following vesting period, Optionee shall vest in and earn the right to
exercise this Option on the following schedule: 100% of the Shares shall vest and become
exercisable upon the achievement of a trailing four (4) quarters of Adjusted EBITDA per share equal
to one dollar and twenty seven cents ($1.27) at the end of any fiscal quarter of the Company that
occurs on or prior to [GRANT DATE], 2017, with Adjusted EBITDA equal to Adjusted EBITDA as reported
in the Company’s most recent earnings announcement and outstanding shares for purposes of the per
share calculation equal to the weighted average fully diluted outstanding shares during the twelve
(12) months trailing the end of the applicable quarter.



This Agreement shall not be subject to the LoopNet, Inc. Change of Control Severance Agreement
entered into by and between Employee and the Company effective as of December 18, 2008 (the “Change
of Control Agreement”) and the Shares shall not be eligible to vest and become exercisable pursuant
to the Change of Control Agreement notwithstanding anything stated therein. Further,
notwithstanding the above or anything stated herein to the contrary, if a “Change of Control” (as
defined in the Change of Control Agreement) occurs while this Agreement is outstanding, the Shares
shall vest and become exercisable as follows:





(x) 1/3 of the Shares shall vest and become exercisable if the Change of Control occurs
prior to [GRANT DATE], 2011;



 









 






(y) 2/3 of the Shares shall vest and become exercisable if the Change of Control occurs
prior to [GRANT DATE], 2012; or




(z) 100% of the Shares shall vest and become exercisable if the Change of Control occurs on
or after [GRANT DATE], 2012.


4. Expiration. This Option will expire seven (7) years from the Grant Date, unless sooner
terminated or canceled in accordance with the provisions of the Plan. This means that (subject to
the continuing service requirement set forth in Section 3 above and subject to earlier termination
upon certain other events as set forth in the Plan) this Option must be exercised, if at all, on or
before [EXPIRE DATE] (the “Expiration Date”). If this Option expires on a stock exchange holiday
or weekend day, this Option will expire on the last trading day prior to the holiday or weekend.
Optionee shall be solely responsible for exercising this Option, if at all, prior to its Expiration
Date. The Company shall have no obligation to notify Optionee of this Option’s expiration.



5. Exercise Mechanics. This Option may be exercised by delivering to the Stock Plan
Administrator at the Company’s head office a written or electronic notice stating the number of
Shares as to which the Option is exercised or by any other method the Committee has approved. The
notice must be accompanied by the payment of the full Option exercise price of such Shares.
Exercise shall not be deemed to have occurred unless and until Optionee has delivered to the
Company (or its authorized representative) an approved notice of exercise, full payment of the
exercise price for the Shares being exercised and payment of any applicable withholding taxes in
accordance with Section 8 below. Payment of the Option exercise price may be in cash (including
check or wire transfer), through an approved cashless-brokered exercise program, with shares of the
Company’s Common Stock (subject to the Company’s discretion to withhold approval for such payment
method at any time) or a combination thereof to the extent permissible under Applicable Law;
provided, however, that any permitted method of payment shall be in strict compliance with all
procedural rules established by the Committee.



6. Termination of Employment. All rights of Optionee in this Option, to the extent that it
has not previously become vested and been exercised, shall terminate upon Optionee’s Termination of
Employment except as set forth in this Section 6. The portion of the Option that relates to any
Shares that were unvested and unexercisable as of the date of Optionee’s Termination of Employment
shall terminate and expire effective immediately upon such date. With respect to the vested and
exercisable portion of the Option, and subject to the final sentence of this Section 6:




     (i) In the event of Termination of Employment other than as a result of Optionee’s death or
disability, Optionee shall have 60 days to exercise the Option as to the Shares subject to the
Option that were vested and exercisable as of the date of Termination of Employment; provided that
if during any part of such 60 day period, the Option is not exercisable because the issuance of the
Shares would violate the registration requirements under the Securities Act, the Option shall not
expire until the Option shall have been exercisable for an aggregate of 60 days after the date of
Termination of Employment; provided further that if during any part of such 60 day period, the
Shares issued upon exercise of the Option may not be sold because Optionee has material nonpublic
information regarding the Company or is otherwise subject to a trading blackout period under the
Company’s Insider Trading Compliance Program, the Option shall not expire until Optionee shall have
had an aggregate of 60 days after the date of Termination of



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Employment during which Optionee can sell the Shares without being subject to such restrictions
arising under insider trading laws or Company policy; and provided further that notwithstanding the
foregoing, in no event may this Option be exercised more than one year after the date of
Termination of Employment; and




     (ii) In the event of Termination of Employment as a result of Optionee’s death or disability
(including a Total and Permanent Disability), Optionee shall have one (1) year to exercise the
Option as to the Shares subject to the Option that were vested and exercisable as of the date of
Termination of Employment.


Notwithstanding the above, in no event may an Option be exercised, even as to vested and otherwise
exercisable Shares, after the Expiration Date set forth in Section 4 above.



7. Transferability. This Option generally is not transferable by Optionee otherwise than
by will or the laws of descent and distribution, and is exercisable only by Optionee during
Optionee’s lifetime; provided however that this Option may be transferred by instrument to an inter
vivos or testamentary trust in which the Option is to be passed to beneficiaries upon the death of
the trustor (settlor) or by gift or pursuant to domestic relations orders to “Immediate Family
Members” (as defined below) of the Optionee. “Immediate Family” means any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law
(including adoptive relationships), a trust in which these persons have more than fifty percent of
the beneficial interest, a foundation in which these persons (or the Optionee) control the
management of assets, and any other entity in which these persons (or the Optionee) own more than
fifty percent of the voting interests.



8. Tax Matters. Regardless of any action the Company or Optionee’s employer (the
“Employer”) takes with respect to any or all income tax, social security, payroll tax, payment on
account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges and agrees
that the ultimate liability for all Tax-Related Items legally due by him or her is and remains
Optionee’s responsibility and that the Company and/or the Employer (i) make no representations nor
undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this
Option, including the grant, vesting or exercise of this Option, the subsequent sale of Shares
acquired pursuant to such exercise and receipt of any dividends; and (ii) do not commit to
structure the terms or the grant or any aspect of this Option to reduce or eliminate Optionee’s
liability for Tax-Related Items. Prior to the exercise of this Option, Optionee shall pay or make
adequate arrangements satisfactory to the Company and/or the Employer to withhold all applicable
Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid
to Optionee by the Company and/or the Employer or from proceeds of the sale of Shares.
Alternatively, or in addition, if permissible under Applicable Laws, the Company may (but shall not
be obligated to): (1) sell or arrange for the sale of Shares that Optionee acquires to meet the
withholding obligation for Tax-Related Items, and/or (2) withhold in Shares, provided that the
Company only withholds the amount of Shares necessary to satisfy the minimum withholding amount.
In addition, Optionee shall pay the Company or the Employer any amount of Tax-Related Items that
the Company or the Employer may be required to withhold as a result of Optionee’s participation in
the Plan or Optionee’s purchase of Shares that cannot be satisfied by the means previously
described, and if Optionee does not otherwise so pay the Company or the Employer, then the Company
or the Employer may withhold amounts from Optionee’s cash compensation to satisfy such withholding






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obligation. The Company may refuse to honor the exercise and refuse to deliver the Shares if
Optionee fails to comply with Optionee’s obligations in connection with the Tax-Related Items
(including if Optionee’s cash compensation is not sufficient to satisfy such obligations).
Although Optionee is being provided in the Plan prospectus a description of certain tax
consequences of transactions related to the Option, Optionee remains responsible for all such tax
consequences and the Company shall not be deemed to provide any individual tax advice with respect
thereto.



9. Optionee Acknowledgements. By accepting the grant of this Option, Optionee acknowledges
and agrees that the Plan is established voluntarily by the Company, it is discretionary in nature
and may be modified, amended, suspended or terminated by the Company at any time unless otherwise
provided in the Plan or this Agreement. Optionee acknowledges that all decisions with respect to
future grants, if any, will be at the sole discretion of the Company. Optionee’s participation in
the Plan shall not create a right to further employment with Employer and shall not interfere with
the ability of Employer to terminate Optionee’s employment relationship at any time with or without
cause and it is expressly agreed and understood that employment is terminable at the will of either
party, insofar as permitted by law. Optionee agrees that this Option is an extraordinary item that
does not constitute compensation of any kind for services of any kind rendered to the Company or
the Employer, and is outside the scope of Optionee’s employment contract, if any. This Option is
not part of normal or expected compensation or salary for any purposes, including, but not limited
to calculating any severance, resignation, termination, redundancy, end-of-service payments,
bonuses, long-service awards, pension or retirement benefits or similar payments insofar as
permitted by law. In the event that Optionee is not an employee of the Company, this Option grant
will not be interpreted to form an employment contract or relationship with the Company, the
Employer or any Subsidiary or Affiliate of the Company. Optionee acknowledges that the future
value of the underlying Shares is unknown, may increase or decrease in the future, and cannot be
predicted with certainty. In consideration of the grant of this Option, no claim or entitlement to
compensation or damages shall arise from termination of this Option or diminution in value of this
Option or Shares purchased through exercise of this Option resulting from Optionee’s Termination of
Employment by the Company or the Employer (for any reason whatsoever and whether or not in breach
of Applicable Laws).



10. Data Transfer. Optionee explicitly and unambiguously consents to the collection, use
and transfer, in electronic or other form, of Optionee’s personal data as described in this
document by and among, as applicable, the Employer, and the Company and its Subsidiaries and
Affiliates for the exclusive purpose of implementing, administering and managing Optionee’s
participation in the Plan. Optionee understands that the Company, its Affiliates, its Subsidiaries
and the Employer hold certain personal information about Optionee, including, but not limited to,
name, home address and telephone number, date of birth, social security number (or other
identification number), salary, nationality, job title, any shares of stock or directorships held
in the Company, details of all options or any other entitlement to shares of stock awarded,
canceled, purchased, exercised, vested, unvested or outstanding in Optionee’s favor for the purpose
of implementing, managing and administering the Plan (“Data”). Optionee understands that the Data
may be transferred to any third parties assisting in the implementation, administration and
management of the Plan, that these recipients may be located in Optionee’s country or elsewhere and
that the recipient country may have different data privacy laws and protections than Optionee’s
country. Optionee may request a list with the names and addresses of any potential recipients of
the Data by contacting the Stock Plan Administrator. Optionee authorizes the






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recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for
the purposes of implementing, administering and managing Optionee’s participation in the Plan,
including any requisite transfer of such Data, as may be required to a broker or other third party
with whom Optionee may elect to deposit any Shares acquired upon the exercise of this Option.
Optionee understands that Data will be held only as long as is necessary to implement, administer
and manage participation in the Plan. Optionee may, at any time, view Data, request additional
information about the storage and processing of the Data, require any necessary amendments to the
Data or refuse or withdraw the consents herein, in any case without cost, by contacting the Stock
Plan Administrator in writing. Optionee understands that refusing or withdrawing consent may affect
Optionee’s ability to participate in the Plan. For more information on the consequences of
refusing to consent or withdrawing consent, Optionee may contact the Stock Plan Administrator at
the Company.



11. Copies of Plan Materials. Optionee acknowledges that Optionee has received copies of
the Plan and the Plan prospectus from the Company and agrees to receive stockholder information,
including copies of any annual report, proxy statement and periodic report, from the investors
section of the Company’s website at http://www.loopnet.com. Optionee acknowledges that copies of
the Plan, Plan prospectus, Plan information and stockholder information are also available upon
written or telephonic request to the Stock Plan Administrator.



12. Entire Agreement; Plan Controls. The Plan is incorporated herein by reference. The
Plan and this Agreement constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and agreements of the Company
and Optionee with respect to the subject matter hereof, and may not be modified adversely to
Optionee’s interest except by means of a writing signed by the Company and Optionee. This
Agreement is governed by the laws of the state of Delaware. In the event of any conflict between
the terms and provisions of the Plan and this Agreement, the Plan terms and provisions shall
govern. Capitalized terms used but not defined in this Agreement have the meanings assigned to
them in the Plan. Certain other important terms governing this Agreement are contained in the
Plan.




	 	 	 	 	 	 	 	 	 
	Accepted by Optionee:	 	 	 	LOOPNET, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

[Optionee Name]

	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 





RETAIN THIS AGREEMENT FOR YOUR RECORDS





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