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Exhibit 10.1  


 
 

CCCI HOLDINGS, INC.
  2006 STOCK PLAN    
    


        1.    ESTABLISHMENT, PURPOSE AND TERM OF PLAN.    



        1.1    Establishment.    The CCCI Holdings, Inc. 2006 Stock Plan (the  "Plan") is hereby established effective as of October 30, 2006.
 


        1.2    Purpose.    The purpose of the Plan is to advance the interests
of the Participating Company Group and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such
persons to contribute to the growth and profitability of the Participating Company Group. The Company intends that the Plan comply with Section 409A of the Code (including any amendments or
replacements of such section), and the Plan shall be so construed. 



        1.3    Term of Plan.    The Plan shall continue in effect until the earlier of its termination
by the Board or the date on which all of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements
evidencing Awards granted under the Plan have lapsed. However, to the extent required by applicable law, all Awards shall be granted, if at all, within ten (10) years from the earlier of the
date the Plan is adopted by the Board or the date the Plan is duly approved by the stockholders of the Company. 




        2.    DEFINITIONS AND CONSTRUCTION.    



        2.1    Definitions.    Whenever used herein, the following terms shall have their respective
meanings set forth below: 



        (a)   "Affiliate" means (i) an entity, other than a Parent Corporation, that directly, or indirectly through one or more
intermediary entities, controls the Company or (ii) an entity, other than a Subsidiary Corporation, that is controlled by the Company directly or indirectly through one or more intermediary
entities. For this purpose, the term "control" (including the term "controlled by") means the possession, direct or indirect, of the power to direct or cause the direction of the management and
policies of the relevant entity, whether through the ownership of voting securities, by contract or otherwise; or shall have such other meaning assigned such term for the purposes of registration on
Form S-8 under the Securities Act. 


        (b)   "Award" means an Option or Stock Purchase Right granted under the Plan. 



        (c)   "Board" means the Board of Directors of the Company. If one or more
Committees have been appointed by the Board to administer the Plan, "Board" also means such
Committee(s). 


        (d)   "Cause" means, unless such term or an equivalent term is otherwise
defined with respect to an Award by the Participant's Option Agreement, Stock Purchase Agreement or written contract of employment or service, any of the following: (i) the Participant's theft,
dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Participating Company documents or records; (ii) the Participant's material failure to
abide by a Participating Company's code of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the
Participant's unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of a Participating Company (including, without limitation, the
Participant's improper use or disclosure of a Participating Company's confidential or proprietary information); (iv) any intentional act by the Participant which has a material detrimental
effect on a Participating Company's reputation or business; (v) the Participant's repeated failure or inability to perform any reasonable assigned duties after 









 





written
notice from a Participating Company of, and a reasonable opportunity to cure, such failure or inability; (vi) any material breach by the Participant of any employment or service
agreement between the Participant and a Participating Company, which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant's conviction (including any plea of
guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant's ability to perform his or her duties with a
Participating Company. 


        (e)   "Change in Control" means, unless such term or an equivalent term is
otherwise defined with respect to an Award by the Participant's Option Agreement, Stock Purchase Agreement or written contract of employment or service, the occurrence of any of the following: 



        (i)    an
Ownership Change Event or a series of related Ownership Change Events (collectively, a  "Transaction") in which the stockholders of the
Company immediately before the Transaction do not retain
immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial
ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or, in the case of an Ownership Change Event described in
Section 2.1(u)(iii), the entity to which the assets of the Company were transferred (the  "Transferee"), as the case may be; or




        (ii)   the
liquidation or dissolution of the Company. 






For
purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or
other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Board shall have the
right to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and
conclusive. 




        (f)    "Code" means the Internal Revenue Code of 1986, as amended, and any
applicable regulations promulgated thereunder. 


        (g)   "Committee" means the compensation committee or other committee of the
Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have all
of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed
by law. 


        (h)   "Company" means CCCI Holdings, Inc., a Delaware corporation, or
any successor corporation thereto. 



        (i)    "Consultant" means a person engaged to provide consulting or advisory
services (other than as an Employee or a Director) to a Participating Company. 




        (j)    "Director" means a member of the Board or of the board of directors of
any other Participating Company. 


        (k)   "Disability" means the inability of the Participant, in the opinion of a
qualified physician acceptable to the Company, to perform the major duties of the Participant's position with the Participating Company Group because of the sickness or injury of the Participant. 




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        (l)    "Employee" means any person treated as an employee (including an Officer
or a Director who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of
Section 422 of the Code; provided, however, that neither service as a Director nor payment of a director's fee shall be sufficient to constitute employment for purposes of the Plan. The Company
shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual's employment or
termination of employment, as the case may be. For purposes of an individual's rights, if any, under the terms of the Plan as of the time of the Company's determination of whether or not the
individual is an Employee, all such determinations by the Company shall be final, binding and conclusive as to such rights, if any, notwithstanding that the Company or any court of law or governmental
agency subsequently makes a contrary determination as to such individual's status as an Employee. 


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



        (n)   "Fair Market Value" means, as of any date, the value of a share of Stock
or other property as determined by the Board, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following: 



        (i)    If,
on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing
price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the Nasdaq National Market, The Nasdaq SmallCap Market or
such other national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street
Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market
system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be
determined by the Board, in its discretion. 


        (ii)   If,
on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as
determined by the Board in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse, and subject to compliance with Section 409A of the Code. 




        (o)   "Incentive Stock Option" means an Option intended to be (as set forth in
the Option Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code. 


        (p)   "Insider" means an Officer, a Director of the Company or other person
whose transactions in Stock are subject to Section 16 of the Exchange Act. 


        (q)   "Nonstatutory Stock Option" means an Option not intended to be (as set
forth in the Option Agreement) or which does not qualify as an Incentive Stock Option. 


        (r)   "Officer" means any person designated by the Board as an officer of the
Company. 


        (s)   "Option" means a right granted under Section 6 to purchase Stock
pursuant to the terms and conditions of the Plan. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option. 


        (t)    "Option Agreement" means a written agreement between the Company and a
Participant setting forth the terms, conditions and restrictions of the Option granted to the 




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Participant
and any shares acquired upon the exercise thereof. An Option Agreement may consist of a form of "Notice of Grant of Stock Option" and a form of "Stock Option Agreement" incorporated
therein by reference, or such other form or forms as the Board may approve. 


        (u)   "Ownership Change Event" means the occurrence of any of the following
with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the
voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the
Company. 


        (v)   "Parent Corporation" means any present or future "parent corporation" of
the Company, as defined in Section 424(e) of the Code. 


        (w)  "Participant" means any eligible person who has been granted one or more Awards. 


        (x)   "Participating Company" means the Company or any Parent Corporation,
Subsidiary Corporation or Affiliate. 


        (y)   "Participating Company Group" means, at any point in time, all entities
collectively which are then Participating Companies. 


        (z)   "Rule 16b-3" means Rule 16b-3 under
the Exchange Act, as amended from time to time, or any successor rule or regulation. 


        (aa) "Securities Act" means the Securities Act of 1933, as amended. 


        (bb) "Service" means a Participant's employment or service with the
Participating Company Group, whether in the capacity of an Employee, a Director or a Consultant. A Participant's Service shall not be deemed to have terminated merely because of a change in the
capacity in which the Participant renders Service to the Participating Company Group or a change in the Participating Company for which the Participant renders such Service, provided that there is no
interruption or termination of the Participant's Service. Furthermore, a Participant's Service shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other
bona fide leave of absence approved by the Company; provided, however, that if any such leave exceeds ninety (90) days, on the one hundred eighty-first (181st) day following the commencement of
such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and instead shall be treated thereafter as a Nonstatutory Stock Option unless the
Participant's right to return to Service is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall
not be treated as Service for purposes of determining vesting under the Participant's Option Agreement or Stock Purchase Agreement. Except as otherwise provided by the Board, in its discretion, the
Participant's Service shall be deemed to have terminated either upon an actual termination of Service or upon the corporation for which the Participant performs Service ceasing to be a Participating
Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant's Service has terminated and the effective date of and reason for such termination. 



        (cc) "Stock" means the common stock of the Company, as adjusted from time to
time in accordance with Section 4.2. 


        (dd) "Stock Purchase Agreement" means a written agreement between the Company
and a Participant setting forth terms, conditions and restrictions of the Stock Purchase Right granted to the Participant and any shares acquired upon the exercise thereof. A Stock Purchase Agreement
may consist of a form of "Notice of Grant of Stock Purchase Right" and a form of 




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"Stock
Purchase Agreement" incorporated therein by reference, or such other form or forms as the Board may approve from time to time. 


        (ee) "Stock Purchase Right" means a right granted under Section 7 to
purchase Stock pursuant to the terms and conditions of the Plan. 



        (ff)  "Subsidiary Corporation" means any present or future "subsidiary
corporation" of the Company, as defined in Section 424(f) of the Code. 


        (gg) "Ten Percent Stockholder" means a person who, at the time an Award is
granted to such person, owns stock possessing more than ten percent (10%) of the total combined voting power (as defined in Section 194.5 of the California Corporations Code) of all classes of
stock of a Participating Company (other than an Affiliate) within the meaning of Section 422(b)(6) of the Code. 




        2.2    Construction.    Captions and titles contained herein are for convenience only and
shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the
singular. Use of the term "or" is not intended to be exclusive, unless the context clearly requires otherwise. 




        3.    ADMINISTRATION.    



        3.1    Administration by the Board.    The Plan shall be administered by the Board. All
questions of interpretation of the Plan or of any Award shall be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Plan or such
Award. 


        3.2    Authority of Officers.    Any Officer shall have the authority to act on behalf of the
Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority
with respect to such matter, right, obligation, determination or election. 


        3.3    Powers of the Board.    In addition to any other powers set
forth in the Plan and subject to the provisions of the Plan, the Board shall have the full and final power and authority, in its discretion: 



        (a)   to
determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock to be subject to each Award; 


        (b)   to
designate Options as Incentive Stock Options or Nonstatutory Stock Options; 


        (c)   to
determine the Fair Market Value of shares of Stock or other property; 


        (d)   to
determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired upon the exercise thereof, including,
without limitation, (i) the exercise price of the Award, (ii) the method of payment for shares purchased upon the exercise of the Award, (iii) the method for satisfaction of any
tax withholding obligation arising in connection with the Award or such shares, including by the withholding or delivery of shares of stock, (iv) the timing, terms and conditions of the
exercisability of the Award or the vesting of any shares acquired upon the exercise thereof, (v) the time of the expiration of the Award, (vi) the effect of the Participant's termination
of Service on any of the foregoing, and (vii) all other terms, conditions and restrictions applicable to the Award or such shares not inconsistent with the terms of the Plan; 



        (e)   to
approve one or more forms of Option Agreement and Stock Purchase Agreement; 




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        (f)    to
amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired upon the exercise thereof; 



        (g)   to
accelerate, continue, extend or defer the exercisability of any Award or the vesting of any shares acquired upon the exercise thereof, including with respect to the
period following a Participant's termination of Service; 


        (h)   to
prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt supplements to, or alternative versions of, the Plan, including, without
limitation, as the Board deems
necessary or desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be granted Awards; and 



        (i)    to
correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Option Agreement or Stock Purchase Agreement and to make all other
determinations and take such other actions with respect to the Plan or any Award as the Board may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law; and 


        (j)    to
create such plans or subplans as may be necessary or advisable to allow the grant of Awards under the Plan in non-United States jurisdictions or to
non-United States taxpayers. 




        3.4    Administration with Respect to Insiders.    With respect to participation by Insiders
in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the
requirements, if any, of Rule 16b-3. 


        3.5    Indemnification.    In addition to such other rights of indemnification as they may
have as members of the Board or officers or employees of the Participating Company Group, members of the Board and any officers or employees of the Participating Company Group to whom authority to act
for the Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection
with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or
paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is
liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person
shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same. 




        4.    SHARES SUBJECT TO PLAN.    



        4.1    Maximum Number of Shares Issuable.    Subject to adjustment as provided in
Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be One Million Twenty-Seven Thousand Four Hundred and Five (1,027,405) which shall consist
of authorized but unissued or reacquired shares of Stock or any combination thereof. If an outstanding Award for any reason expires or is terminated or canceled or if shares of Stock are acquired upon
the exercise of an Award subject to a Company repurchase option and are repurchased by the Company at the Participant's exercise or purchase price, the shares of Stock allocable to the unexercised
portion of such Award or such repurchased shares of Stock shall again be available for issuance under the Plan. However, except as adjusted pursuant to Section 4.2, in no event shall more than
One Million Twenty-Seven Thousand Four Hundred and Five (1,027,405) shares of Stock be available for issuance pursuant to the exercise of Incentive Stock Options (the 



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"ISO Share Limit"). Notwithstanding the foregoing, at any such time as the offer and sale of securities pursuant to the Plan is subject to compliance
with Section 260.140.45 of Title 10 of the California Code of Regulations ("Section 260.140.45"),
the total number of shares of Stock issuable upon the exercise of all outstanding Awards (together with options outstanding under any other stock plan of the Company) and the total number of shares
provided for under any stock bonus or similar plan of the Company shall not exceed thirty percent (30%) (or such other higher percentage limitation as may be approved by the stockholders of the
Company pursuant to Section 260.140.45) of the then outstanding shares of the Company as calculated in accordance with the conditions and exclusions of Section 260.140.45. 


        4.2    Adjustments for Changes in Capital Structure.    Subject to any
required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation,
reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of
shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than
Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and class of
shares subject to the Plan and to any outstanding Awards, in the ISO Share Limit set forth in Section 5.3(a), and in the exercise or purchase price per share of any outstanding Awards in order
to prevent dilution or enlargement of Participants' rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as "effected
without receipt of consideration by the Company." Any fractional share resulting from an adjustment pursuant to this Section 4.2 shall be rounded down to the nearest whole number, and in no
event may the exercise price of any Award be decreased to an amount less than the par value, if any, of the stock subject to the Award. Such adjustments shall be determined by the Board, and its
determination shall be final, binding and conclusive. 




        5.    ELIGIBILITY AND OPTION LIMITATIONS.    



        5.1    Persons Eligible for Awards.    Awards may be granted only to
Employees, Consultants and Directors of a Participating Company. Eligible persons may be granted more than one (1) Award. However,
eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional Award. 


        5.2    Option Grant Restrictions.    



        (a)   An
Incentive Stock Option may be granted only to a person who is an Employee on the effective date of grant of the Option to such person. Any person who is not an
Employee on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option. 




        5.3    Fair Market Value Limitation.    To the extent that options
designated as Incentive Stock Options (granted under all stock plans of the Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any calendar
year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portions of such options which exceed such amount shall be treated as Nonstatutory Stock Options.
For purposes of this Section 5.3, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall be
determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section 5.3, such different
limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive
Stock Option in 



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part
and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section 5.3, the Participant may designate which portion of such Option the Participant is
exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such
portion shall be issued upon the exercise of the Option. 




        6.    TERMS AND CONDITIONS OF OPTIONS.    


        Options
shall be evidenced by Option Agreements specifying the number of shares of Stock covered thereby, in such form as the Board shall from time to time establish. No Option or
purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Option Agreement. Option Agreements may incorporate all or any of the terms of the Plan by
reference and shall comply with and be subject to the following terms and conditions: 



        6.1    Exercise Price.    The exercise price for each Option shall be
established in the discretion of the Board; provided, however, to the extent required by applicable law, that (a) the exercise price per share for an Incentive Stock Option shall be not less
than the Fair Market Value of a share of Stock on the effective date of grant of the Option; (b) the exercise price per share for a Nonstatutory Stock Option shall be not less than
eighty-five percent (85%) of the Fair Market Value of a share of Stock on
the effective date of grant of the Option, and (c) no Option granted to a Ten Percent Stockholder shall have an exercise price per share less than one hundred ten percent (110%) of the Fair
Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be
granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner qualifying under
the provisions of Section 424(a) of the Code. 


        6.2    Exercisability and Term of Options.    Options shall be
exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Board and set forth in the
Option Agreement evidencing such Option; provided, however, to the extent required by applicable law, that (a) no Option shall be exercisable after the expiration of ten (10) years after
the effective date of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent Stockholder shall be exercisable after the expiration of five (5) years after the
effective date of grant of such Option, and (c) with the exception of an Option granted to an Officer, a Director or a Consultant, no Option shall become exercisable at a rate less than twenty
percent (20%) per year over a period of five (5) years from the effective date of grant of such Option, subject to the Participant's continued Service. Subject to the foregoing, unless
otherwise specified by the Board in the grant of an Option, any Option granted hereunder shall terminate ten (10) years after the effective date of grant of the Option, unless earlier
terminated in accordance with its provisions. 


        6.3    Payment of Exercise Price.    



        (a)   Forms of Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number of
shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares
of Stock owned by the Participant having a Fair Market Value not less than the exercise price, (iii) by delivery of a properly executed notice together with irrevocable instructions to a broker
providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation,
through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System) (a  "Cashless
Exercise"), (iv) provided that the Participant is an Employee (unless otherwise not
prohibited by law, including, without limitation, any regulation 




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promulgated
by the Board of Governors of the Federal Reserve System) and in the Company's sole discretion at the time the Option is exercised, by delivery of the Participant's promissory note in a
form approved by the Company for the aggregate exercise price, provided that, to the extent required by applicable law, the Participant shall pay in cash that portion of the aggregate exercise price
not less that the par value of the shares being acquired, (v) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or
(vi) by any combination thereof. The Board may at any time or from time to time, by approval of or by amendment to the standard forms of Option Agreement described in Section 8, or by
other means, grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration. 


        (b)   Limitations on Forms of Consideration. 



        (i)    Tender of Stock.    Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or
attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption
of the Company's stock. Unless otherwise provided by the Board, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either
have been owned by the Participant for more than six (6) months (and were not used for another Option exercise by attestation during such period) or were not acquired, directly or indirectly,
from the Company. 


        (ii)   Cashless Exercise.    The Company reserves, at any and all times, the right, in the Company's sole and
absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise. 


        (iii)  Payment by Promissory Note.    No promissory note shall be permitted if the exercise of an Option using a
promissory note would be a violation of any law. Any permitted promissory note shall be on such terms as the Board shall determine. The Board shall have the authority to permit or require the
Participant to secure any promissory note used to exercise an Option with the shares of Stock acquired upon the exercise of the Option or with other collateral acceptable to the Company. Unless
otherwise provided by the Board, if the Company at any time is subject to the regulations promulgated by the Board of Governors of the Federal Reserve System or any other governmental entity affecting
the extension of credit in connection with the Company's securities, any promissory note shall comply with such applicable regulations, and the Participant shall pay the unpaid principal and accrued
interest, if any, to the extent necessary to comply with such applicable regulations. 





        6.4    Effect of Termination of Service.    



        (a)   Option Exercisability.    Subject to earlier termination of the Option as otherwise
provided herein and unless otherwise provided by the Board in the grant of an Option and set forth in the Option Agreement, an Option shall be exercisable after a Participant's termination of Service
to the extent it is then vested only during the applicable time period determined in accordance with this Section 6.4 and thereafter shall terminate: 



        (i)    Disability.    If the Participant's Service terminates because of the Disability of the Participant, the
Option, to the extent unexercised and exercisable on the date on which the Participant's Service terminated, may be exercised by the Participant (or the Participant's guardian or legal representative)
for a minimum period of six (6) months to the extent required by applicable law (or such other legal period of time as determined by 





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the
Board, in its discretion) after the date on which the Participant's Service terminated, but in any event no later than the date of expiration of the Option's term as set forth in the Option
Agreement evidencing such Option (the "Option Expiration Date"). 


        (ii)   Death.    If the Participant's Service terminates because of the death of the Participant, the Option, to the
extent unexercised and exercisable on the date on which the Participant's Service terminated, may be exercised by the Participant's legal representative or other person who acquired the right to
exercise the Option by reason of the Participant's death for a minimum period of twelve (12) months to the extent required by applicable law (or such other legal period of time as determined by
the Board, in its discretion) after the date on which the Participant's Service terminated, but in any event no later than the Option Expiration Date. The Participant's Service shall be deemed to have
terminated on account of death if the Participant dies within three (3) months (or such longer period of time as determined by the Board, in its discretion) after the Participant's termination
of Service. 


        (iii)  Termination for Cause.    Notwithstanding any other provision of the Plan to the contrary, if the
Participant's Service with the Participating Company Group is terminated for Cause, the Option shall terminate and cease to be exercisable immediately upon such termination of Service. 



        (iv)  Other Termination of Service.    If the Participant's Service terminates for any reason, except Disability,
death or Cause, the Option, to the extent unexercised and exercisable by the Participant on the date on which the Participant's Service terminated, may be exercised by the Participant for a minimum
period of thirty (30) days to the extent required by applicable law (or such other legal period of time as determined by the Board, in its discretion) after the date on which the Participant's
Service terminated, but in any event no later than the Option Expiration Date. 




        (b)   Extension if Exercise Prevented by Law.    Notwithstanding the foregoing other than
termination for Cause, if the exercise of an Option within the applicable time periods set forth in Section 6.4(a) is prevented by the provisions of Section 11 below, the Option shall
remain exercisable until three (3) months (or such longer period of time as determined by the Board, in its discretion) after the date the Participant is notified by the Company that the Option
is exercisable, but in any event no later than the Option Expiration Date. 



        (c)   Extension if Participant Subject to Section 16(b).    Notwithstanding the foregoing, other than
termination for Cause, if a sale within the applicable time periods set forth in Section 6.4(a) of shares acquired upon the exercise of the Option would subject the Participant to suit under
Section 16(b) of the Exchange
Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Participant would no longer be subject
to such suit, (ii) the one hundred and ninetieth (190th) day after the Participant's termination of Service, or (iii) the Option Expiration Date. 




        6.5    Transferability of Options.    To the extent required by applicable law, during the
lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant's guardian or legal representative. No Option shall be assignable or transferable by the
Participant, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Board, in its discretion, and set forth in the Option Agreement
evidencing such Option, a Nonstatutory Stock Option shall be assignable or transferable subject to the applicable limitations, if any, described in Section 260.140.41 of Title 10 of the
California Code of Regulations, Rule 701 under the Securities Act, and the General Instructions to Form S-8 Registration Statement under the Securities Act. 



10







 

        7.    TERMS AND CONDITIONS OF STOCK PURCHASE RIGHTS.    



        Stock
Purchase Rights shall be evidenced by Stock Purchase Agreements, specifying the number of shares of Stock covered thereby, in such form as the Board shall from time to time
establish. No Stock Purchase Right or purported Stock Purchase Right shall be a valid and binding obligation of the Company unless evidenced by a fully executed Stock Purchase Agreement. Stock
Purchase Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: 



        7.1    Purchase Price.    The purchase price under each Stock Purchase
Right shall be established by the Board; provided, however, to the extent required by applicable law, that (a) the purchase price per share shall be at least eighty-five percent
(85%) of the Fair Market Value of a share of Stock either on the effective date of grant of the Stock Purchase Right or on the date on which the purchase is consummated and (b) the purchase
price per share under a Stock Purchase Right granted to a Ten Percent Stockholder shall be at least one hundred percent (100%) of the Fair Market Value of a share of Stock either on the effective date
of grant of the Stock Purchase Right or on the date on which the purchase is consummated. 


        7.2    Purchase Period.    A Stock Purchase Right shall be exercisable
within a period established by the Board, which shall in no event exceed thirty (30) days from the effective date of the grant of the Stock Purchase Right. 


        7.3    Payment of Purchase Price.    Except as otherwise provided below, payment of the
purchase price for the number of shares of Stock being purchased pursuant to any Stock Purchase Right shall be made (a) in cash, by check, or cash equivalent, (b) in the form of the
Participant's past service rendered to a Participating Company or for its benefit having a value not less than the aggregate purchase price of the shares being acquired, (c) by such other
consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (d) by any combination thereof. The Board may at any time or from time to time, by
adoption of or by amendment to the standard form of Stock Purchase Agreement described in Section 8, or by other means, grant Stock Purchase Rights which do not permit all of the foregoing
forms of consideration to be used in payment of the purchase price or which otherwise restrict one or more forms of consideration. 


        7.4    Vesting and Restrictions on Transfer.    Shares issued pursuant to any Stock Purchase
Right may or may not be made subject to vesting conditioned upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria (the  "Vesting
Conditions") as shall be established by the Board and set forth in the Stock Purchase Agreement
evidencing such Award. During any period (the "Restriction Period") in which shares acquired pursuant to
a Stock Purchase Right remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of other than pursuant to an Ownership Change
Event, as defined in Section 9.1, or as provided in Section 7.5. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to
the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of
appropriate legends evidencing any such transfer restrictions. 



        7.5    Effect of Termination of Service.    Unless otherwise provided by the Board in the
grant of a Stock Purchase Right and set forth in the Stock Purchase Agreement, if a Participant's Service terminates for any reason, whether voluntary or involuntary (including the Participant's death
or disability), then the Company shall have the option to repurchase for the purchase price paid by the Participant any shares acquired by the Participant pursuant to a Stock Purchase Right which
remain subject to Vesting Conditions as of the date of the Participant's termination of Service; provided, however, that with the exception of shares acquired pursuant to a Stock Purchase Right 



11







 




by
an Officer, a Director or a Consultant, the Company's repurchase option must lapse, to the extent required by applicable law, at the rate of at least twenty percent (20%) of the shares per year
over the period of five (5) years from the effective date of grant of the Stock Purchase Right (without regard to the date on which the Stock Purchase Right was exercised) and the repurchase
option must be exercised, if at all, for cash or cancellation of purchase money indebtedness for the shares within ninety (90) days following the Participant's termination of Service. The
Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. 


        7.6    Nontransferability of Stock Purchase Rights.    To the extent required by applicable
law, rights to acquire shares of Stock pursuant to a Stock Purchase Right may not be assigned or transferred in any manner except by will or the laws of descent and distribution, and, during the
lifetime of the Participant, shall be exercisable only by the Participant. 




        8.    STANDARD FORMS OF AWARD AGREEMENTS.    



        8.1    Option Agreement.    Unless otherwise provided by the Board at
the time the Option is granted, an Option shall comply with and be subject to the terms and conditions set forth in the form of Option Agreement approved by the Board concurrently with its adoption of
the Plan and as amended. 


        8.2    Stock Purchase Agreement.    Unless otherwise provided by the Board at the time the
Stock Purchase Right is granted, a Stock Purchase Right shall be subject to the terms and conditions set forth in the form of Stock Purchase Agreement approved by the Board concurrently with its
adoption of the Plan and as amended. 


        8.3    Authority to Vary Terms.    The Board shall have the authority
from time to time to vary the terms of any standard form of agreement described in this Section 8 either in connection with the grant or amendment of an individual Award or in connection with
the authorization of a new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form or forms of agreement are not inconsistent with
the terms of the Plan. 




        9.    CHANGE IN CONTROL.    



        9.1    Effect of Change in Control on Options.    



        (a)   Accelerated Vesting.    Notwithstanding any other provision of the Plan to the contrary, the Board, in its sole
discretion, may provide in any Award Agreement or, in the event of a Change in Control, may take such actions as it deems appropriate to provide for the acceleration of the exercisability and vesting
in connection with such Change in Control of any or all outstanding Options and shares acquired upon the exercise of such Options, subject to compliance with Section 409A of the Code. 


        (b)   Assumption or Substitution of Options.    In the event of a Change in Control, the surviving, continuing,
successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the  "Acquiror"), may, without the
consent of any Participant, either assume or continue the Company's rights
and obligations under outstanding Options or substitute for outstanding Options substantially equivalent options for the Acquiror's stock. Any Options which are neither assumed or continued by the
Acquiror in connection with the Change in Control nor exercised as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of
consummation of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of an Option prior to the Change in Control and any consideration received pursuant to the Change in
Control with respect to such shares shall continue to be subject to all applicable provisions 




12







 





of
the Option Agreement evidencing such Option except as otherwise provided in such Option Agreement. 



        (c)   Cash-Out of Options.    The Board may, in its sole discretion and without the consent of any
Participant, determine that, upon the occurrence of a Change in Control, each or any Option outstanding immediately prior to the Change in Control shall be canceled in exchange for a payment with
respect to each vested share (and each unvested share, if so determined by the Board) of Stock subject to such canceled Option in (i) cash, (ii) stock of the Company or of a corporation
or other business entity a party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of
the consideration to be paid per share of Stock in the Change in Control over the exercise price per share under such Option (the  "Spread").
In the event such determination is made by the Board, the Spread (reduced by applicable
withholding taxes, if any) shall be paid to Participants in respect of their canceled Options as soon as practicable following the date of the Change in Control and in respect of the unvested portion
of their canceled Options in accordance with the vesting schedule applicable to such Options as in effect prior to the Change in Control. 




        9.2    Effect of Change in Control on Stock Purchase Right.    In the event of a Change in
Control, the Acquiror, may, without the consent of any Participant, either assume or continue the Company's rights and obligations under outstanding Stock Purchase Rights or substitute for outstanding
Stock Purchase Rights substantially equivalent purchase rights for the Acquiror's stock. Any Stock Purchase Rights which are neither assumed or continued by the Acquiror in connection with the Change
in Control nor exercised as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the date of the Change in Control. Notwithstanding the
foregoing, shares acquired upon exercise of a Stock Purchase Right prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall
continue to be subject to all applicable provisions of the Stock Purchase Agreement evidencing such Stock Purchase Right except as otherwise provided in such Stock Purchase Agreement. 



        9.3    Federal Excise Tax Under Section 4999 of the Code.    



        (a)   Excess Parachute Payment.    In the event that any acceleration of vesting pursuant to an Award and any other
payment or benefit received or to be received by a Participant would subject the Participant to any excise tax pursuant to Section 4999 of the Code due to the characterization of such
acceleration of vesting, payment or benefit as an "excess parachute payment" under Section 280G of the Code, the Participant may elect, in his or her sole discretion, to reduce the amount of
any acceleration of vesting called for under the Award in order to avoid such characterization. 


        (b)   Determination by Independent Accountants.    To aid the Participant in making any election called for under
Section 9.3(a), no later than the date of the occurrence of any event that might reasonably be anticipated to result in an "excess parachute payment" to the Participant as described in
Section 9.3(a), the Company shall request a determination in writing by independent public accountants selected by the Company (the  "Accountants"). As soon as practicable thereafter, the Accountants shall determine and report to the
Company and the Participant the amount of such acceleration of vesting, payments and benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of
such determination, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish
to the Accountants such information and documents as the Accountants may reasonably request in order to make their required determination. The Company shall bear all 




13








 





fees
and expenses the Accountants may reasonably charge in connection with their services contemplated by this Section 9.3(b). 





        10.    TAX WITHHOLDING.    



        10.1    Tax Withholding in General.    The Company shall have the right to deduct from any and
all payments made under the Plan, or to require the Participant, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise of an Option, to make adequate
provision for, the federal, state, local and foreign taxes (including any social insurance tax), if any, required by law to be withheld by the Participating Company Group with respect to an Award or
the shares acquired pursuant thereto. The Company shall have no obligation to deliver shares of Stock or to release shares of Stock from an escrow established pursuant to an Option Agreement or Stock
Purchase Agreement until the Participating Company Group's tax withholding obligations have been satisfied by the Participant. 


        10.2    Withholding in Shares.    The Company shall have the right, but not the obligation, to
deduct from the shares of Stock issuable to a Participant upon the exercise of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value,
as determined by the Company, equal to all or any part of the tax withholding obligations of the Participating Company Group. The Fair Market Value of any shares of Stock withheld or tendered to
satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates. 




        11.    COMPLIANCE WITH SECURITIES LAW.    The grant of Awards and the issuance of shares of
Stock upon exercise of Awards shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities. Awards may not be exercised if the
issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange
or market system upon which the Stock may then be listed. In addition, no Award may be exercised unless (a) a registration statement under the Securities Act shall at the time of exercise of
the Award be in effect with respect to the shares issuable upon exercise of the Award or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Award may
be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect
of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of any Award, the Company may require the Participant to
satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be
requested by the Company. 


        12.    AMENDMENT OR TERMINATION OF PLAN.    The Board may amend, suspend or terminate the Plan
at any time. However, subject to changes in applicable law, regulations or rules that would permit otherwise, without the approval of the Company's stockholders, there shall be (a) no increase
in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.2), (b) no change in the class of persons
eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company's stockholders under any applicable law, regulation or rule,
including the rules of any stock exchange or market system upon which the Stock may then be listed. No amendment, suspension or termination of the Plan shall affect any then outstanding Award unless
expressly provided by the Board. Except as provided by the next sentence, no amendment, suspension or termination of the Plan may adversely affect any then outstanding Award without the consent of the
Participant. Notwithstanding any other provision of the Plan to the contrary, the Board may, in its sole and absolute discretion and 


14







 



without
the consent of any participant, amend the Plan or any Award agreement, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan or
such Award agreement to any present or future law, regulation or rule applicable to the Plan, including, but not limited to, Section 409A of the Code. 



        13.    MISCELLANEOUS PROVISIONS.    



        13.1    Repurchase Rights.    Shares issued under the Plan may be
subject to a right of first refusal, one or more repurchase options, or other conditions and restrictions as determined by the Board in its discretion at the time the Award is granted. The Company
shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by
the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and
shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such
transfer restrictions. 


        13.2    Provision of Information.    To the extent required by applicable law, at least
annually, copies of the Company's balance sheet and income statement for the just completed fiscal year shall be made available to each Participant and purchaser of shares of Stock upon the exercise
of an Award. The Company shall not be required to provide such information to key employees whose duties in connection with the Company assure them access to equivalent information. 


        13.3    Rights as Employee, Consultant or Director.    No person, even though eligible
pursuant to Section 5, shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the
Plan shall confer on any Participant a right to remain an Employee, Consultant or Director or interfere with or limit in any way any right of a Participating Company to terminate the Participant's
Service at any time. To the extent that an Employee of a Participating Company other than the Company receives an Award under the Plan, that Award shall in no event be understood or interpreted to
mean that the Company is the Employee's employer or that the Employee has an employment relationship with the Company. 


        13.4    Rights as a Stockholder.    A Participant shall have no rights as a stockholder with
respect to any shares covered by an Award until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 4.2 or
another provision of the Plan. 


        13.5    Fractional Shares.    The Company shall not be required to issue fractional shares
upon the exercise or settlement of any Award. 


        13.6    Retirement and Welfare Plans.    Neither Awards made under this Plan nor shares of
Stock or cash paid pursuant to such Awards may be included as "compensation" for purposes of computing the benefits payable to any Participant under any Participating Company's retirement plans (both
qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant's benefit. 


        13.7    Severability.    If any one or more of the provisions (or any part thereof) of this
Plan shall be held invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of
the remaining provisions (or any part thereof) of the Plan shall not in any way be affected or impaired thereby. 



15







 

        13.8    No Constraint on Corporate Action.    Nothing in this Plan shall be construed to:
(a) limit, impair, or otherwise affect the Company's or another Participating Company's right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or
business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or (b) limit the right or power of the Company or another
Participating Company to take any action which such entity deems to be necessary or appropriate. 


        13.9    Choice of Law.    Except to the extent governed by applicable federal law, the
validity, interpretation, construction and performance of the Plan and each Award Agreement shall be governed by the laws of the State of Delaware as such laws are applied to agreements between
Delaware residents entered into and to be performed entirely within the State of Delaware. Any proceeding arising out of or relating to an Award Agreement or the Plan may be brought only in the state
or federal courts located in the State of Delaware. 


        13.10    Stockholder Approval.    To the extent required by applicable law, the Plan or any
increase in the maximum aggregate number of shares of Stock issuable thereunder as provided in Section 4.1 (the "Authorized Shares") shall be
approved by a majority of the outstanding securities of the Company entitled to vote within twelve (12) months before or after the date of adoption thereof by the Board. Awards granted prior to
security holder approval of the Plan or in excess of the Authorized Shares previously approved by the security holders shall become exercisable no earlier than the date of security holder approval of
the Plan or such increase in the Authorized Shares, as the case may be. 



16









 
 

AMENDMENT TO
  CREDITCARDS.COM, INC.
  2006 STOCK PLAN    
    



        This Amendment (the "Amendment") is effective as of October 3, 2007 and amends the CreditCards.com, Inc. (the "Company," formerly named CCCI
Holdings, Inc.) 2006 Stock Plan dated October 30, 2006 (the "Plan"). All terms not defined herein shall have the meaning ascribed to such term in the Plan. 


 
 

RECITALS    
    


        The Plan provides for the grant of incentive stock options to the Company's employees and for the grant of nonstatutory stock options and stock purchase rights to
the Company's employees, consultants and directors. 


        The
Company now wishes, and the stockholders and Board of Directors of the Company have approved by written consent dated October 3, 2007, to amend the Plan to increase the number
of shares of Common Stock reserved for issuance under the Plan by an additional 31,024 shares, to an aggregate of 1,058,429 shares. 


 
 

AMENDMENT    
    


        NOW, THEREFORE, the Company hereby agrees as follows: 



        1.    Amendment.    The number of shares listed in Section 4 "Shares Subject to Plan," Subsection 4.1, "Maximum
Number of Shares Issuable" shall be increased from One Million Twenty-Seven Thousand Four Hundred and Five (1,027,405) to One Million Fifty-Eight Thousand Four Hundred Twenty-Nine
(1,058,429). 


        2.    No Further Amendment.    Except as otherwise expressly set forth herein, all of the terms and conditions of the
Agreement remain in full force and effect. 









 
 

SECOND AMENDMENT TO
  CREDITCARDS.COM, INC.
  2006 STOCK PLAN    
    



        This Second Amendment (the "Amendment") is effective as of March 5, 2008 and amends the CreditCards.com, Inc. (the "Company," formerly named CCCI
Holdings, Inc.) 2006 Stock Plan dated October 30, 2006, as amended (the "Plan"). All terms not defined herein shall have the meaning ascribed to such term in the Plan. 


 
 

RECITALS    
    


        The Plan provides for the grant of incentive stock options to the Company's employees and for the grant of nonstatutory stock options and stock purchase rights to
the Company's employees, consultants and directors. 


        The
Company now wishes, and the Board of Directors has approved at a meeting on March 5, 2008 and the stockholders have approved by written consent dated March 5, 2008, to
amend the Plan to increase the number of shares of Common Stock reserved for issuance under the Plan by an additional 212,308 shares, to an aggregate of 1,270,737 shares. 


 
 

AMENDMENT    
    


        NOW, THEREFORE, the Company hereby agrees as follows: 



        1.    Amendment.    The number of shares listed in Section 4 "Shares Subject to Plan," Subsection 4.1,
"Maximum Number of Shares Issuable" shall be increased from One Million Fifty-Eight Thousand Four Hundred Twenty-Nine (1,058,429) to One Million Two Hundred Seventy Thousand Seven Hundred
Thirty-Seven (1,270,737). 


        2.    No Further Amendment.    Except as otherwise expressly set forth herein, all of the terms and conditions of the
Agreement remain in full force and effect. 











QuickLinks


CCCI HOLDINGS, INC. 2006 STOCK PLAN


AMENDMENT TO CREDITCARDS.COM, INC. 2006 STOCK PLAN

RECITALS

AMENDMENT


SECOND AMENDMENT TO CREDITCARDS.COM, INC. 2006 STOCK PLAN

RECITALS

AMENDMENT