exv10w7






Exhibit 10.7




LOOPNET, INC.

2006 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT




     THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated ‹GRANT DATE› between LoopNet,
Inc., a Delaware corporation (“Company”), and ‹EMPNO›‹NAME› (the “Employee”), is entered into as
follows:



     WHEREAS, the continued participation of the Employee is considered by the Company to be
important for the Company’s continued growth; and



     WHEREAS, in order to give the Employee an incentive to continue in the employ of the Company
and to assure his or her continued commitment to the success of the Company, the Compensation
Committee of the Board of Directors of the Company or its delegates (the “Committee”) has
determined that the Employee shall be granted units (“Stock Units”) representing hypothetical
shares of the Company’s Common Stock, with each Stock Unit equal in value to one share of the
Company’s Common Stock (the “Stock”), subject to the restrictions stated below and in accordance
with the terms and conditions of the LoopNet, Inc. 2006 Equity Incentive Plan (the “Plan”), a copy
of which can be obtained by written or telephonic request to the Stock Plan Administrator.



     THEREFORE, the parties agree as follows:


1. Grant of Stock Units. Subject to the terms and conditions of this Agreement and of the
Plan, the Company hereby grants to the Employee Stock Units covering ‹SHARES› shares of Stock (the
“Shares”).



2. Vesting Schedule. Subject to Employee’s not experiencing a Termination of Employment
during the following vesting period, the interest of the Employee in the Stock Units shall vest as
follows: 100% of the Stock Units shall vest 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 Stock Units shall not be eligible to vest 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 and the Stock Units are outstanding, the interest of
the Employee in the Stock Units shall vest as follows:





(x) 1/3 of the Stock Units shall vest if the Change of Control occurs prior to ‹GRANT DATE›,
2011;



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(y) 2/3 of the Stock Units shall vest if the Change of Control occurs prior to ‹GRANT DATE›,
2012; or




(z) 100% of the Stock Units shall vest if the Change of Control occurs on or after ‹GRANT
DATE›, 2012.


3. Benefit Upon Vesting. Upon the vesting of the Stock Units, the Employee shall be
entitled to receive, and the Company shall as soon as reasonably practicable (but in no event more
than 10 days following the applicable vesting date) issue to the Employee, a number of Shares equal
to the number of Stock Units that have vested on the applicable vesting date subject to Section 6
below.



4. Restrictions.





(a) Except as otherwise provided for in this Agreement, the Stock Units or any related
rights granted hereunder may not be sold, pledged or otherwise transferred until the Stock
Units become vested in accordance with Section 2 and the Shares are issued under Section 3.
The period of time between the date hereof and the date the Stock Units become fully vested
is referred to as the “Restriction Period.”




(b) Except as otherwise provided for in this Agreement, if the Employee’s employment with
the Company is terminated at any time for any reason (including as a result of the
Employee’s death or disability (including a Total and Permanent Disability) prior to the
lapse of the Restriction Period, or the Employee otherwise experiences a Termination of
Employment during the Restriction Period, all Stock Units granted hereunder that have not
vested by such termination date and that are held by the Employee as of such date shall be
forfeited by, and no further rights shall accrue to, the Employee.




(c) All Stock Units granted hereunder that have not vested by ‹GRANT DATE›, 2017 and that
are held by the Employee as of such date shall be forfeited by, and no further rights shall
accrue to, the Employee.


5. No Stockholder Rights. Stock Units represent hypothetical shares of Stock. During the
Restriction Period, and except as otherwise provided for under the Plan, the Employee shall not be
entitled to any of the rights or benefits (including without limitation any voting or dividend
rights) generally accorded to stockholders.







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6. Taxes.





(a) The Employee shall be liable for any and all taxes, including withholding taxes,
arising out of this grant or the vesting of Stock Units hereunder. In the event that the
Company or the Employer (as defined below) is required to withhold taxes as a result of the
grant or vesting of Stock Units, or otherwise, the Company shall withhold from the Shares
otherwise deliverable the Employee pursuant to Sections 2 and 3 above a sufficient number of
whole Shares of such Stock as necessary (based upon the then-current Fair Market Value of
the Stock) to cover all applicable required withholding taxes and required social security
contributions on the date on which the amount first becomes includable in the gross income
of the Employee for applicable tax purposes (the “Tax Date”); provided however that the
Company may, but need not, instead permit the Employee to satisfy on or in advance of the
Tax Date such withholding and contributions by delivering to the Company a check or through
wire transfer of funds. The Employee will receive a cash refund for any fraction of a
surrendered Share not necessary for required withholding taxes and required social security
contributions. To the extent that any surrender of Stock or payment of cash or alternative
procedure for such payment is insufficient to satisfy all such obligations, the Employee
authorizes the Company and/or the Employer to deduct all applicable required withholding
taxes and social security contributions from the Employee’s cash or other compensation. The
Employee agrees to pay any amounts that cannot be satisfied from wages or other cash
compensation, to the extent permitted by law.




The terms “required withholding taxes” and “required social security contributions” refer to
the applicable minimum statutory rates. To the extent that any excess withholding is
desired by the Employee, he or she shall arrange with the Company or Employer (as
appropriate), in advance of the Tax Date, to satisfy such excess by delivering a check,
through wire transfer of funds or withholding from current cash compensation.




(b) Regardless of any action the Company or the Employee’s actual employer that is
qualified to deduct tax at source (the “Employer”) takes with respect to any or all income
tax, social security, payroll tax, payment on account or other tax-related withholding
related to the Stock Units (“Tax-Related Items”), the Employee acknowledges and agrees that
the ultimate liability for all Tax-Related Items legally due by him or her is and remains
the Employee’s responsibility and that the Company and/or the Employer (i) make no
representations or undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of this grant of Stock Units, including the vesting of Stock
Units, subsequent issuance of Stock related to such Stock Units or the subsequent sale of
any Stock acquired pursuant to such Stock Units; and (ii) do not commit to structure the
terms or any aspect of this grant of Stock Units to reduce or eliminate the Employee’s
liability for Tax-Related Items. The Employee 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 the Employee’s participation in the Plan or the Employee’s receipt of Stock
Units that cannot be satisfied by the means previously described. The Company may refuse to
deliver the benefit described in Section 3 if the Employee fails to comply with the
Employee’s obligations in connection with the Tax-Related Items (including if the Employee’s
cash compensation is not sufficient to satisfy such obligations).



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7. Data Privacy Consent. The Employee hereby explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of the Employee’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
the Employee’s participation in the Plan. The Employee understands that the Company, its
Affiliates, its Subsidiaries and the Employer hold certain personal information about the Employee,
including, but not limited to, name, home address and telephone number, date of birth, social
security or insurance 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 the Employee’s favor for the purpose of implementing, managing and administering the
Plan (“Data”). The Employee 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 the Employee’s country or elsewhere and that the recipient country may have
different data privacy laws and protections than the Employee’s country. The Employee understands
that he may request a list with the names and addresses of any potential recipients of the Data by
contacting the Stock Plan Administrator. The Employee authorizes the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing the Employee’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 the
Employee may elect to deposit any Stock acquired under the Plan. The Employee understands that
Data will be held only as long as is necessary to implement, administer and manage participation in
the Plan. The Employee understands that he 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. The Employee understands that refusing or withdrawing consent may
affect the Employee’s ability to participate in the Plan. For more information on the consequences
of refusing to consent or withdrawing consent, the Employee understands that he or she may contact
the Stock Plan Administrator at the Company.



8. Plan Information. The Employee acknowledges that the Employee 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. The Employee 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.



9. Employee Acknowledgments. By accepting this grant of Stock Units, the Employee
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. The Employee acknowledges that all
decisions with respect to future grants, if any, will be at the sole discretion of the Company.
The Employee’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 the Employee’s
employment relationship at any time with or without cause and it is expressly agreed






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and understood that employment is terminable at the will of either party, insofar as permitted by
law. The Employee agrees that stock units, stock unit grants and resulting benefits are an
extraordinary item that do not constitute compensation of any kind for services of any kind
rendered to the Company or the Employer and are outside the scope of the Employee’s employment
contract, if any. Stock units, stock unit grants and resulting benefits are 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 the Employee is not an employee of the Company, this grant of Stock Units will not be
interpreted to form an employment contract or relationship with the Company, the Employer or any
Subsidiary or Affiliate of the Company. The Employee acknowledges that the future value of the
Shares is unknown, may increase or decrease from the date of grant or vesting of the Stock Unit and
cannot be predicted with certainty. In consideration of this grant of Stock Units, no claim or
entitlement to compensation or damages shall arise from termination of this grant of Stock Units or
diminution in value of this grant of Stock Units resulting from the Employee’s Termination of
Employment by the Company or the Employer (for any reason whatsoever and whether or not in breach
of Applicable Laws).




10. Miscellaneous.





(a) The Company shall not be required to treat as the owner of Stock Units, and associated
benefits hereunder, any transferee to whom such Stock Units or benefits shall have been so
transferred in violation of this Agreement.




(b) The parties agree to execute such further instruments and to take such action as may
reasonably be necessary to carry out the intent of this Agreement.




(c) Any notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given upon delivery to the Employee at the Employee’s address then on file with
the Company.




(d) 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 the Employee with
respect to the subject matter hereof, and may not be modified adversely to the Employee’s
interest except by means of a writing signed by the Company and the Employee. 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
contract are contained in the Plan.



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(e) The provisions of this Agreement are severable and if any one or more provisions are
determined to be illegal or otherwise unenforceable, in whole or in part, the remaining
provisions shall nevertheless be binding and enforceable.



	 	 	 	 	 	 	 	 	 
	Accepted by Employee:	 	 	 	LOOPNET, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

[Employee Name]

	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 





RETAIN THIS AGREEMENT FOR YOUR RECORDS





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