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                                                                EXHIBIT 10.1.2.2

                                ASK JEEVES, INC.
                           1999 EQUITY INCENTIVE PLAN

                                   APPENDIX A

                          AUTOMATIC STOCK OPTION GRANTS
                             FOR ELIGIBLE DIRECTORS

(AMENDED AND RESTATED BY THE BOARD OF DIRECTORS EFFECTIVE AS OF JANUARY 1, 2004)

      This Appendix A is adopted under and as a part of the Ask Jeeves, Inc.
1999 Equity Incentive Plan. This Appendix A provides for the automatic grant of
certain Options, on the terms and conditions set forth below, under the Plan to
certain eligible Directors. Capitalized terms used in this Appendix A are used
as defined in the Plan if not otherwise defined herein.

A.1 INTRODUCTION.

      (A) PURPOSE. The Company, by granting stock options as provided under this
Appendix A, seeks to attract and retain the services of highly qualified
non-employee members of the Board by providing to them a significant equity
interest in the Company, to more closely link the interests of those directors
with the Company's stockholders, and to help provide those directors with
reasonable and fair compensation.

      (B) EFFECTIVE DATE. This restated version of Appendix A is effective as of
January 1, 2004 (the "Appendix A Approval Date").

      (C) ELIGIBLE DIRECTORS. The persons eligible to receive Options under this
Appendix A (each an "Eligible Director") are (1) the Chairman of the Board of
Directors (whether or not an employee of the Company or one of its Affiliates),
and (2) non-emeritus Directors who are not employed by either the Company or one
of its Affiliates. This version of Appendix A applies only to Options granted to
Eligible Directors pursuant to this Appendix A after the Appendix A Approval
Date. This Appendix A does not apply to any other Option or Stock Award granted
under the Plan. Options granted pursuant to this Appendix A before the Appendix
A Approval Date shall be governed by the particular version of this Appendix A
as in effect as of the applicable date of grant of the Option. This Appendix A
does not limit the authority of the Board or a Committee to grant discretionary
Options or other Stock Awards under other provisions of the Plan.

      (D) PLAN PROVISIONS. Any Option granted under this Appendix A shall be
governed by the provisions of this Appendix A and by the provisions of the Plan.
Each Option granted under this Appendix A shall be subject to, without
limitation, the provisions of Section 11 of the Plan.

      (E) BOARD AUTHORITY. Options granted pursuant to this Appendix A shall be
automatic and, to the maximum extent possible, self-effectuating. The Board's
authority pursuant to Section 3 of the Plan shall, however, extend to this
Appendix A and Options granted hereunder.



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      (F) AMENDMENT. The Board may amend this Appendix A from time to time
pursuant to Section 12 of the Plan. The Board may suspend or reduce new Option
grants under this Appendix A (to any or all Eligible Directors) or terminate
this Appendix A as to new Option grants at any time; provided that any such
action shall not affect any Option theretofore outstanding under this Appendix
A.

      (G) SHARE LIMIT. Options granted under this Appendix A shall be subject to
the limit set forth in Section 4(a) applicable to all Stock Awards granted under
the Plan. If one or more Options are to be granted on a specific date and such
Option(s) would otherwise exceed the number of shares that can then be subject
to Options granted under the Plan pursuant to Section 4(a) of the Plan, such
Option(s) shall be granted and shall cover the maximum number of shares (on a
pro-rata basis in the event more than one Option is to be granted) that are
available for such purposes within the limits of Section 4(a) of the Plan.

A.2 AUTOMATIC OPTION GRANTS.

      (A) NEW DIRECTOR GRANTS. Each individual who first becomes an Eligible
Director on or after the Appendix A Approval Date (other than an individual who
was employed by the Company or an Affiliate at any time within the six-month
period preceding the date on which he or she first becomes an Eligible Director)
shall automatically be granted an Option as of the date he or she first becomes
an Eligible Director to purchase 50,000 shares of Common Stock (subject to
adjustment pursuant to Section 11 of the Plan).

      (B) QUARTERLY AWARDS. On the first business day of each calendar quarter
during the term of the Plan, commencing with the calendar quarter that commences
on the Appendix A Approval Date, each person who is an Eligible Director on that
date and who has served as a member of the Board continuously for at least six
months as of that date shall automatically be granted an Option as of that date
to purchase 3,000 (or, in the case of the Chairman of the Board if he or she is
then an Eligible Director, 4,500) shares of Common Stock (subject to adjustment
pursuant to Section 11 of the Plan).

      (C) EXERCISE PRICE. Each Option granted under this Appendix A shall have a
per share exercise price equal to the Fair Market Value of a share of Common
Stock as of the day such Option is granted.

      (D) VESTING. Each Option granted under this Appendix A shall be
exercisable only to the extent that it is vested. Each Option granted pursuant
to Section A.2(a) shall vest as to 25% of the total number of shares of Common
Stock subject thereto on the first anniversary of the grant date of the Option
and as to an additional 1/48th of the total number of shares of Common Stock
subject thereto on the first day of each month for the thirty-six months
following the month in which the first anniversary of the grant date of the
Option occurs; provided, in each case, that the Eligible Director who received
the Option has remained in Continuous Service through the respective vesting
date. Each Option granted pursuant to Section A.2(b) shall vest as to 25% of the
total number of shares of Common Stock subject thereto on the date that is three
months after the grant date of the Option, shall vest as to an additional 25% of
the total number of shares of Common Stock subject thereto on the date that is
six months after the grant date of the Option, shall vest as to an additional
25% of the total number of shares of Common Stock subject thereto on the date
that is nine months after the grant date of the Option, and shall vest as to the
final 25% of the total number of shares of Common Stock subject thereto on the
first


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anniversary of the grant date of the Option; provided, in each case, that the
Eligible Director who received the Option has remained in Continuous Service
through the respective vesting date. The vesting schedule applicable to an
Option requires continued service through each applicable vesting date as a
condition to the vesting of the applicable installment of the Option and the
rights and benefits under this Plan. Service for only a portion of a vesting
period, even if substantial, will not entitle the Optionholder to any
proportionate vesting or avoid or mitigate a termination of rights and benefits
upon or following a termination of services.

      (E) EXPIRATION. Subject to earlier termination pursuant to Section A.4
herein or Section 11 of the Plan, Options granted under this Appendix A shall
expire at the close of business on the day before the tenth anniversary of the
date of grant of the Option.

      (F) CONSIDERATION. The purchase price of Common Stock acquired pursuant to
an Option granted under this Appendix A shall be paid in full at the time of
purchase, to the extent permitted by applicable statutes and regulations, either
(1) in cash, by electronic funds transfer or check payable to the Company, (2)
by notice and third party payment in such manner as may be authorized by the
Board or pursuant to such "cashless exercise" procedures with third parties who
provide financing of (or who otherwise facilitate) the exercise of Options in
such manner as may be authorized by the Board, or (3) by delivery to the Company
of other Common Stock; provided, however, that any Common Stock delivered to pay
such purchase price that was originally acquired by the Optionholder from the
Company, upon exercise of a stock option or otherwise, must have been owned by
the Optionholder for more than six months before being so used to pay such
purchase price. Shares of Common Stock used to satisfy the exercise price of an
Option shall be valued at their Fair Market Value on the date of exercise of the
Option.

      (G) AGREEMENT. Options granted under this Appendix A will be evidenced by
an Option Agreement, signed by a duly authorized officer of the Company and by
the Option recipient. Each Option Agreement shall be in the form attached as
Exhibit A to this Appendix A, or such other form as may be approved by the Board
for use under this Appendix A from time to time, and shall be subject to such
other terms and conditions as may be set forth therein. Each Option granted
under this Plan shall be a Nonstatutory Stock Option and shall not be an
Incentive Stock Option.

A.3 NON-TRANSFERABILITY OF OPTIONS.

      An Option granted under this Appendix A shall not be subject in any manner
to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or
charge and shall be exercisable during the lifetime of the Optionholder only by
the Optionholder. Amounts payable or shares issuable pursuant to any Option
shall be delivered only to (or for the account of) the Optionholder.

      The Board may permit Options granted under this Appendix A to be exercised
by and paid to certain persons or entities related to the Optionholder pursuant
to such conditions and procedures, including limitations on subsequent
transfers, as the Board may establish. Any permitted transfer shall be subject
to the condition that the Board receive evidence satisfactory to it that the
transfer (1) is being made for essentially estate and/or tax planning purposes
on a gratuitous or donative basis and without consideration (other than nominal
consideration or in exchange for an interest in a qualified transferee), and (2)
will not compromise the Company's


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ability to register shares issuable under the Plan on SEC Form S-8 under the
Securities Act, or to rely on such registration in connection with an Option
exercise.

      The exercise and transfer restrictions in the first paragraph of this
Section A.3 will not, however, apply to:

            (1)   transfers to the Company,

            (2)   the designation of a beneficiary to receive benefits in the
                  event of the Optionholder's death or, if the Optionholder has
                  died, transfers to or exercises by the Optionholder's
                  beneficiary, or, in the absence of a validly designated
                  beneficiary, transfers by will or the laws of descent and
                  distribution,

            (3)   transfers to a family member (or former family member)
                  pursuant to a domestic relations order if received by the
                  Board prior to the exercise of the Option,

            (4)   if the Optionholder has suffered a disability, permitted
                  transfers or exercises on behalf of the Optionholder by his or
                  her legal representative, or

            (5)   the authorization by the Board of "cashless exercise"
                  procedures with third parties who provide financing for the
                  purpose of (or who otherwise facilitate) the exercise of
                  Options consistent with applicable laws and the express
                  authorization of the Board.


A.4 TERMINATION OF CONTINUOUS SERVICE.

      (A) TERMINATION OF CONTINUOUS SERVICE. If an Optionholder's Continuous
Service terminates (for any reason other than upon the Optionholder's death or
Disability), then, subject to earlier termination pursuant to Section 11 of the
Plan or Section A.2(e):

            -     the unvested portion of the Optionholder's Option shall
                  automatically terminate as of such cessation of service;


            -     the Optionholder (or his or her permitted transferee, if
                  applicable) may exercise his or her Option to the extent
                  vested as of such cessation of service but only within the
                  90-day period following such cessation of service; and

            -     the portion of the Option that is vested on the Optionholder's
                  cessation of service and is not exercised within such 90-day
                  period shall automatically terminate on the 90th day following
                  the date the Optionholder's Continuous Service terminated.

      (B) DISABILITY OF OPTIONHOLDER. If an Optionholder's Continuous Service
terminates as a result of the Optionholder's Disability, then, subject to
earlier termination pursuant to Section 11 of the Plan or Section A.2(e):

            -     the unvested portion of the Optionholder's Option shall
                  automatically terminate as of such cessation of service;

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            -     the Optionholder (or his or her permitted transferee, if
                  applicable) may exercise his or her Option to the extent
                  vested as of such cessation of service but only within the
                  one-year period following such cessation of service; and

            -     the portion of the Option that is vested on the Optionholder's
                  cessation of service and is not exercised within such one-year
                  period shall automatically terminate on the first anniversary
                  of the date the Optionholder's Continuous Service terminated.

      (C) DEATH OF OPTIONHOLDER. If an Optionholder's Continuous Service
terminates as a result of the Optionholder's death, then, subject to earlier
termination pursuant to Section 11 of the Plan or Section A.2(e):

            -     the unvested portion of the Optionholder's Option shall
                  automatically terminate as of such cessation of service;

            -     the Optionholder's estate, or person who acquired the right to
                  exercise the Option by bequest or inheritance, or other person
                  designated to exercise the option upon the Optionholder's
                  death pursuant to Section A.3, as applicable, may exercise the
                  Optionholder's Option to the extent vested as of such
                  cessation of service but only within the one-year period
                  following such cessation of service; and

            -     the portion of the Option that is vested on the Optionholder's
                  cessation of service and is not exercised within such one-year
                  period shall automatically terminate on the first anniversary
                  of the date the Optionholder's death.




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                                                                       EXHIBIT A

                                ASK JEEVES, INC.
                       ELIGIBLE DIRECTOR OPTION AGREEMENT

      This Agreement between Ask Jeeves, Inc., a Delaware corporation (the
"Company"), and _________________ (the "Grantee") sets forth the specific terms
and conditions of a stock option granted to the Grantee under Appendix A of the
Ask Jeeves, Inc. 1999 Equity Incentive Plan (the "Plan"). (All references to the
Plan in this Agreement include the provisions of Appendix A to the Plan.)

1. AWARD OF STOCK OPTIONS. The Company hereby awards a nonqualified stock option
(the "Option") to the Grantee to purchase, subject to the terms and conditions
set forth below, the number of shares of the Company's common stock ("Common
Stock") set forth below at the price per share set forth below:

         Date of Grant ("Award Date")                _____
         Total Number Shares Subject to Option(1)    _____
         Exercise Price Per Share(1)                 _____
         Expiration Date(2)                          _____

      2. VESTING. [ALTERNATIVE FOR OPTIONS GRANTED PURSUANT TO SECTION A.2(B)
(QUARTERLY AWARDS) ON OR AFTER JANUARY 1, 2004): The Option shall vest as to 25%
of the total number of shares of Common Stock subject thereto on the date that
is three months after the grant date of the Option, shall vest as to an
additional 25% of the total number of shares of Common Stock subject thereto on
the date that is six months after the grant date of the Option, shall vest as to
an additional 25% of the total number of shares of Common Stock subject thereto
on the date that is nine months after the grant date of the Option, and shall
vest as to the final 25% of the total number of shares of Common Stock subject
thereto on the first anniversary of the grant date of the Option; subject, in
each case, to the termination of service rules of Section A.4 of the Plan.]
[ALTERNATIVE FOR OPTIONS GRANTED PURSUANT TO SECTION A.2(A) (NEW DIRECTOR
GRANTS) OF THE PLAN: The Option shall vest as to 25% of the total number of
shares subject to the Option on the first anniversary of the Award Date and as
to an additional 1/48th of the total number of shares subject to the Option on
the first day of each month for the thirty-six months following the month in
which the first anniversary of the Award Date occurs; subject, in each case, to
the termination of service rules of Section A.4 of the Plan.] As provided in
Section A.2(e) of the Plan, there will be no pro-rated vesting if the Grantee's
service terminates for any reason between scheduled vesting dates.

      3. EXERCISE; TERMINATION. The Option is exercisable only to the extent
that it is vested and only on or before its expiration or earlier termination.
The expiration date of the Option is set forth above and, notwithstanding that
date, the Option is subject to earlier termination pursuant to Section A.2(f),
A.4 and Section 11 of the Plan. The Option shall be exercisable by the delivery
to the Secretary of the Company of a written notice (in such form as the Company
may require from time to time) stating the number of shares of Common Stock to
be purchased


--------

1 Subject to adjustment pursuant to Section 11(a) of the Plan.

2 Subject to earlier termination as provided herein.


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pursuant to the Option and accompanied by payment in full for the exercise price
of the shares to be purchased in a manner authorized pursuant to Section A.2(g)
of the Plan. Any such notice shall be effective only when received by the
Secretary of the Company. The Option may not be exercised as to any fractional
share and no fewer than 1001 shares may be purchased at any one time, unless the
number purchased is the total number at the time exercisable under the Option.

4. NO TRANSFER OR SERVICE RIGHTS. Nothing contained in this Agreement
constitutes an employment or service commitment by the Company or any affiliate,
confers upon the Grantee any right to remain in employ of or service to the
Company or any affiliate, interferes in any way with the right of the Company or
any affiliate at any time to terminate such employment service, or affects the
right of the Company or any affiliate to increase or decrease the recipient's
other compensation. The Option and any other rights of the Grantee under this
Agreement or the Plan are nontransferable and exercisable only by the Grantee,
except as set forth in Section A.3 of the Plan.

5. THE PLAN GOVERNS. The Option and all rights of the Grantee under this
Agreement are subject to all of the terms and conditions of the Plan,
incorporated herein by this reference. In the event of a conflict or
inconsistency between the terms and conditions of this Agreement and of the
Plan, the terms and conditions of the Plan shall govern. Provisions of the Plan
that confer discretionary authority on the Board do not and shall not be deemed
to create any rights in the Grantee unless such rights are expressly set forth
herein or are otherwise conferred on the Grantee in the sole discretion, and by
appropriate action, of the Board after the date hereof. By executing this
Agreement, the Grantee represents that he/she is familiar with the terms and
conditions of this Agreement and the Plan, hereby acknowledges receipt of both
documents and the current Prospectus for the Plan, and hereby accepts the Option
subject to all of the terms and conditions hereof.

6. ENTIRE AGREEMENT. This Agreement and the Plan together constitute the entire
agreement and supersede all prior understandings and agreements, written or
oral, of the parties hereto with respect to the subject matter hereof. The Plan
and this Agreement may be amended pursuant to Section 12 of the Plan. Such
amendment must be in writing and signed by the Company. The Company may,
however, unilaterally waive any provision hereof in writing to the extent such
waiver does not adversely affect the interests of the Grantee hereunder, but no
such waiver shall operate as or be construed to be a subsequent waiver of the
same provision or a waiver of any other provision hereof.

7. GOVERNING LAW. This Agreement shall be construed in accordance with and
governed by the laws of the State of California without regard to conflict of
law principles thereunder.

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      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Award Date set forth above.

                                         ASK JEEVES, INC.,
                                         a Delaware corporation

                                         By:
                                            ------------------------------------

                                         Print Name:
                                                     ---------------------------

                                         Title:
                                               ---------------------------------


                                         GRANTEE

                                         ---------------------------------------
                                         Signature

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