Amendment No. 2 to CMGI, Inc. 2002 Non-Officer Employee Stock Incentive Plan



 Exhibit 10.2 
 CMGI, INC. 
 AMENDMENT NO. 2 TO 
 2002 NON-OFFICER EMPLOYEE STOCK INCENTIVE PLAN 
 The 2002 Stock Incentive Plan (the “Plan”) of
CMGI, Inc., a Delaware corporation (the “Corporation”), is hereby amended as follows: 
 1. Section 7(d) is added to the Plan,
as follows: 
 (d) Change in Control Events 
 (1) Definitions. 
  

	 	(A)	A “Change in Control Event” shall mean: (A) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934 (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3
promulgated under the Exchange Act) 50% or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities
of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (A), any acquisition directly from the Company shall not
constitute a Change in Control Event; or 

  

	 	(B)	 such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor
corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (x) who was a member of the Board on the date of the initial adoption of this Plan by the Board or (y) who was nominated or
elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time 











	 	 
of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing
Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or 


  

	 	(C)	 the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company or a sale or other disposition of all or
substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (x) all or substantially all of the individuals and
entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding
shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall
include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is
referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business
Combination and (y) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 40% or more of the then-outstanding shares
of common stock of the Acquiring Corporation, or of the combined voting power of 











	 	 
the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed
prior to the Business Combination); or 


  

	 	(D)	the liquidation or dissolution of the Company. 

  

	 	(B)	“Cause” shall mean a good faith finding by a majority of the members of the Board of Directors of the Company of: (i) gross negligent or willful misconduct by the
Participant in connection with his employment duties, (ii) failure by the Participant (other than due to disability) to perform his or her duties or responsibilities required pursuant to his or her employment, after written notice and an
opportunity to cure, (iii) misappropriation by the Participant of the assets or business opportunities of the Company, or its affiliates, (iv) embezzlement or other financial or other fraud committed by the Participant, (v) the
Participant knowingly allowing any third party to commit any of the acts described in any of the preceding clauses (iii) or (iv), or (vi) the Participant’s indictment for, conviction of, or entry of a plea of no contest with respect
to, any felony or any crime involving moral turpitude. 

 (2) Effect on Options. Notwithstanding the provisions of
Section 7(c), except to the extent specifically provided to the contrary in the instrument evidencing any Option or any other agreement between a Participant and the Company, if on or prior to the first anniversary of the date of the
consummation of the Change in Control Event, the Participant’s employment with the Company or the acquiring or succeeding corporation is terminated without Cause by the Company, each Option shall be immediately exercisable in full. 

(3) Effect on Restricted Stock Awards. Notwithstanding the provisions of Section 7(c), except to the extent specifically provided to the
contrary in the instrument evidencing any Restricted Stock Award or any other agreement between a Participant and the Company, if on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the
Participant’s employment with the Company or the acquiring or succeeding corporation is terminated without Cause by the Company each such Restricted Stock Award shall immediately become free from all conditions or restrictions.