exv10w7








Exhibit 10.7




QuinStreet, Inc.

Senior Management Stock Option Grant Notice

(2010 Equity Incentive Plan)



QuinStreet, Inc. (the “Company”), pursuant to its 2010 Equity Incentive Plan (the “Plan”), hereby
grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set
forth below. This option is subject to all of the terms and conditions as set forth herein and in
the Option Agreement, the Plan, and the Notice of Exercise, all of which are attached hereto and
incorporated herein in their entirety.




	 	 	 	 	 	 	 
	 

	 	Optionholder:	 	 	 	 
	 

	 	Date of Grant:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Vesting Commencement Date:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Number of Shares Subject to Option:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Exercise Price (Per Share):	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Total Exercise Price:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Expiration Date:	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 	 	 
	Type of Grant:

	 	o
	 	Incentive Stock Option1
	 	o Nonstatutory Stock Option
	 
	 	 	 	 	 	 
	Exercise Schedule:	 	Same as Vesting Schedule
	 
	 	 	 	 	 	 
	Vesting Schedule:	 	[1/4th of the shares vest one year after the Vesting Commencement Date; the balance of the shares vest in
a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting
Commencement Date, subject to accelerated vesting under specified circumstances as provided in the Option Agreement
and Plan.]
	 
	 	 	 	 	 	 
	Payment:	 	By one or a combination of the following items (described in the Option Agreement):
	 
	 	 	 	 	 	 
	 	 	þ	 	By cash or check
	 	 	þ	 	By bank draft or money order payable to the Company
	 	 	þ	 	Pursuant to a Regulation T Program if the Shares are publicly traded
	 	 	þ	 	By delivery of already-owned shares if the Shares are publicly traded
	 	 	þ	 	If and only to the extent this option is a Nonstatutory Stock Option,
and subject to the Company’s consent at the time of exercise, by a “net
exercise” arrangement2





Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and
understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan.
Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the
Option Agreement, and the Plan set forth the entire understanding between Optionholder and the
Company regarding the acquisition of stock in the Company and supersede all prior oral and written
agreements on that subject with the exception of (i) options previously granted and delivered to
Optionholder by the Company, and (ii) the following agreements only:




	 	 	 	 	 	 	 
	 

	 	Other Agreements:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 







 




			
	1	 	If this is an Incentive Stock Option, it (plus other
outstanding Incentive Stock Options) cannot be first exercisable for more than
$100,000 in value (measured by exercise price) in any calendar year. Any
excess over $100,000 is a Nonstatutory Stock Option.
	 
	2	 	Any portion of this option intended to qualify as an
Incentive Stock Option may not be exercised by net exercise.





 









 





	 	 	 	 	 	 	 	 	 	 	 
	QuinStreet, Inc.	 	 	 	Optionholder:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 
	 	 	Signature	 	 	 	Signature
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Date:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 






Attachments: Option Agreement, 2010 Equity Incentive Plan and Notice of Exercise




 









 





Attachment I




Option Agreement




 









 





QuinStreet, Inc.

2010 Equity Incentive Plan




Option Agreement for Senior Management

(Incentive Stock Option or Nonstatutory Stock Option)




     Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement,
QuinStreet, Inc. (the “Company”) has granted you an option under its 2010 Equity Incentive Plan
(the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant
Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined
in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.



     The details of your option are as follows:



     1. Vesting. Subject to the limitations contained herein and the potential vesting
acceleration provisions set forth in Section 9 hereof, your option will vest as provided in your
Grant Notice, provided that vesting will cease upon the termination of your Continuous Service.



     2. Number of Shares and Exercise Price. The number of shares of Common Stock subject
to your option and your exercise price per share referenced in your Grant Notice may be adjusted
from time to time for Capitalization Adjustments.



     3. Method of Payment. Payment of the exercise price is due in full upon exercise of
all or any part of your option. You may elect to make payment of the exercise price in cash or by
check or in any one or more of the following manners unless otherwise provided in your Grant
Notice:



          (a) Provided that at the time of exercise the Common Stock is publicly traded, pursuant to a
program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the
issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the
receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the
sales proceeds.




          (b) Provided that at the time of exercise the Common Stock is publicly traded, by delivery to
the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that
are owned free and clear of any liens, claims, encumbrances or security interests, and that are
valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole
discretion of the Company at the time you exercise your option, shall include delivery to the
Company of your attestation of ownership of such shares of Common Stock in a form approved by the
Company. Notwithstanding the foregoing, you may not exercise your option by tender to the Company
of Common Stock to the extent such tender would violate the provisions of any law, regulation or
agreement restricting the redemption of the Company’s stock.




 









 





          (c) If the Option is a Nonstatutory Stock Option, subject to the consent of the Company at the
time of exercise, by a “net exercise” arrangement pursuant to which the Company will reduce the
number of shares of Common Stock issued upon exercise of your option by the largest whole number of
shares with a Fair Market Value that does not exceed the aggregate exercise price; provided,
however, that the Company shall accept a cash or other payment from you to the extent of any
remaining balance of the aggregate exercise price not satisfied by such reduction in the number of
whole shares to be issued; provided further, however, that shares of Common Stock will no longer be
outstanding under your option and will not be exercisable thereafter to the extent that (1) shares
are used to pay the exercise price pursuant to the “net exercise,” (2) shares are delivered to you
as a result of such exercise, and (3) shares are withheld to satisfy tax withholding obligations.




     4. Whole Shares. You may exercise your option only for whole shares of Common Stock.



     5. Securities Law Compliance. Notwithstanding anything to the contrary contained
herein, you may not exercise your option unless the shares of Common Stock issuable upon such
exercise are then registered under the Securities Act or, if such shares of Common Stock are not
then so registered, the Company has determined that such exercise and issuance would be exempt from
the registration requirements of the Securities Act. The exercise of your option also must comply
with other applicable laws and regulations governing your option, and you may not exercise your
option if the Company determines that such exercise would not be in material compliance with such
laws and regulations.



     6. Term. You may not exercise your option before the commencement or after the
expiration of its term. The term of your option commences on the Date of Grant and expires,
subject to the provisions of Section 5(h) of the Plan, upon the earliest of the following:



          (a) immediately upon the termination of your Continuous Service for Cause;




          (b) three (3) months after the termination of your Continuous Service for any reason other
than Cause, Disability or death, provided however, that if during any part of such three (3) month
period your option is not exercisable solely because of the condition set forth in the section
above relating to “Securities Law Compliance,” your option shall not expire until the earlier of
the Expiration Date or until it shall have been exercisable for an aggregate period of three (3)
months after the termination of your Continuous Service’




          (c) twelve (12) months after the termination of your Continuous Service due to your
Disability;



          (d) eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates for any reason other than Cause;




          (e) the Expiration Date indicated in your Grant Notice; or




          (f) the day before the tenth (10th) anniversary of the Date of Grant.




 









 





     If your option is an Incentive Stock Option, note that to obtain the federal income tax
advantages associated with an Incentive Stock Option, the Code requires that at all times beginning
on the date of grant of your option and ending on the day three (3) months before the date of your
option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of
your death or Disability. The Company has provided for extended exercisability of your option
under certain circumstances for your benefit but cannot guarantee that your option will necessarily
be treated as an Incentive Stock Option if you continue to provide services to the Company or an
Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise
your option more than three (3) months after the date your employment with the Company or an
Affiliate terminates.



     7. Exercise.



          (a) You may exercise the vested portion of your option during its term by delivering a Notice
of Exercise (in a form designated by the Company) together with the exercise price to the Secretary
of the Company, or to such other person as the Company may designate, during regular business
hours, together with such additional documents as the Company may then require.




          (b) By exercising your option you agree that, as a condition to any exercise of your option,
the Company may require you to enter into an arrangement providing for the payment by you to the
Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of
your option, (ii) the lapse of any substantial risk of forfeiture to which the shares of Common
Stock are subject at the time of exercise, or (iii) the disposition of shares of Common Stock
acquired upon such exercise.




          (c) If your option is an Incentive Stock Option, by exercising your option you agree that you
will notify the Company in writing within fifteen (15) days after the date of any disposition of
any of the shares of the Common Stock issued upon exercise of your option that occurs within two
(2) years after the date of your option grant or within one (1) year after such shares of Common
Stock are transferred upon exercise of your option.




     8. Transferability. 



          (a) If your option is an Incentive Stock Option, your option is generally not transferable,
except (1) by will or by the laws of descent and distribution or (2) pursuant to a domestic
relations order (provided that such Incentive Stock Option may be deemed to be a Nonstatutory Stock
Option as a result of such transfer), and is exercisable during your life only by you.
Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory
to the Company, you may designate a third party who, in the event of your death, shall thereafter
be entitled to exercise your option. In addition, you may transfer your option to a trust if you
are considered to be the sole beneficial owner (determined under Section 671 of the Code and
applicable state law) while the option is held in the trust, provided that you and the trustee
enter into transfer and other agreements required by the Company.




          (b) If your option is a Nonstatutory Stock Option, your option is not transferable, except (1)
by will or by the laws of descent and distribution, (2) pursuant to a


 









 







domestic relations order, (3) with the prior written approval of the Company, by instrument to
an inter vivos or testamentary trust, in a form accepted by the Company, in which the option is to
be passed to beneficiaries upon the death of the trustor (settlor) and (4) with the prior written
approval of the Company, by gift, in a form accepted by the Company, to a permitted transferee
under Rule 701 of the Securities Act.




     9. Involuntary Termination Following a Change In Control. 



          (a) If a Change in Control occurs and as of, or within six months after, the effective time of
such Change in Control your Continuous Service terminates due to an involuntary termination (not
including death or Disability) without Cause or due to a voluntary termination which is a
Resignation for Good Reason (as defined below), then, as of the date of termination of Continuous
Service, twenty-five percent (25%) of the portion of your option subject to vesting that is
unvested on the effective date of such termination will vest and become exercisable immediately
upon such termination.




          (b) "Resignation for Good Reason” means that you voluntarily terminate employment after any of
the following are undertaken without your express written consent:




               (i) the assignment to you of any duties or responsibilities that results in a significant
diminution in your employment role in the Company as in effect immediately prior to the effective
date of the Change in Control; provided, however, that mere changes in your title or reporting
relationships alone shall not constitute a basis for Resignation for Good Reason;



               (ii) a greater than five percent (5%) aggregate reduction by the Company in your annual base
salary, as in effect on the effective date of the Change in Control or as increased thereafter;
provided, however, that if there are across-the-board proportionate salary reductions for all
officers, management-level and other salaried employees due to the financial condition of the
Company, a greater than ten percent (10%) aggregate reduction by the Company in your annual base
salary will be required;



               (iii) any failure by the Company to continue in effect any benefit plan or program, including
fringe benefits, incentive plans and plans with respect to the receipt of securities of the
Company, in which you are participating immediately prior to the effective date of the Change in
Control (hereinafter referred to as “Benefit Plans”), or the taking of any action by the Company
that would adversely affect your participation in or reduce your benefits under the Benefit Plans;
provided, however, that a basis for Resignation for Good Reason shall not exist under this clause
(c) following a Change in Control if the Company offers a range of benefit plans and programs that,
taken as a whole, is comparable to the Benefit Plans; or



               (iv) a non-temporary relocation of your business office to a location more than fifty (50)
miles from the location at which you perform duties as of the effective date of the Change in
Control, except for required travel by you on the Company’s business to an extent substantially
consistent with your business travel obligations prior to the Change in Control.



 









 





          (c) If any payment or benefit you would receive pursuant to a Change in Control from the
Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of
Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by
Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced
Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would
result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up
to and including the total, of the Payment, whichever amount, after taking into account all
applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all
computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis,
of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be
subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute
payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the
following order: reduction of cash payments; cancellation of accelerated vesting of Stock Awards;
reduction of employee benefits. In the event that acceleration of vesting of Stock Award
compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order
of the date of grant of your Stock Awards (i.e., earliest granted Stock Award cancelled last).




     The accounting firm engaged by the Company for general audit purposes as of the day prior to
the effective date of the Change in Control shall perform the foregoing calculations. If the
accounting firm so engaged by the Company is serving as accountant or auditor for the individual,
entity or group effecting the Change in Control, the Company shall appoint a nationally recognized
accounting firm to make the determinations required hereunder. The Company shall bear all expenses
with respect to the determinations by such accounting firm required to be made hereunder.



     The accounting firm engaged to make the determinations hereunder shall provide its
calculations, together with detailed supporting documentation, to you and the Company within
fifteen (15) calendar days after the date on which your right to a Payment is triggered (if
requested at that time by you or the Company) or such other time as requested by you or the
Company. If the accounting firm determines that no Excise Tax is payable with respect to a
Payment, either before or after the application of the Reduced Amount, it shall furnish you and the
Company with an opinion reasonably acceptable to you that no Excise Tax will be imposed with
respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall
be final, binding and conclusive upon you and the Company.



     10. Option not a Service Contract. Your option is not an employment or service
contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation
on your part to continue in the employ of the Company or an Affiliate, or of the Company or an
Affiliate to continue your employment. In addition, nothing in your option shall obligate the
Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees
to continue any relationship that you might have as a Director or Consultant for the Company or an
Affiliate.



 









 





     11. Withholding Obligations.



          (a) At the time you exercise your option, in whole or in part, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any other amounts
payable to you, and otherwise agree to make adequate provision for (including by means of a
“cashless exercise” pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the
federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if
any, which arise in connection with your option.




          (b) Upon your request and subject to approval by the Company, in its sole discretion, and in
compliance with any applicable conditions or restrictions of law, the Company may withhold from
fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a
number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of
the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or
such lower amount as may be necessary to avoid classification of your option as a liability for
financial accounting purposes). If the date of determination of any tax withholding obligation is
deferred to a date later than the date of exercise of your option, share withholding pursuant to
the preceding sentence shall not be permitted unless you make a proper and timely election under
Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon
such exercise with respect to which such determination is otherwise deferred, to accelerate the
determination of such tax withholding obligation to the date of exercise of your option.
Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from
fully vested shares of Common Stock determined as of the date of exercise of your option that are
otherwise issuable to you upon such exercise. Any adverse consequences to you arising in
connection with such share withholding procedure shall be your sole responsibility.




          (c) You may not exercise your option unless the tax withholding obligations of the Company
and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when
desired even though your option is vested, and the Company shall have no obligation to issue a
certificate for such shares of Common Stock unless such obligations are satisfied.




     12. Tax Consequences. You hereby agree that the Company does not have a duty to
design or administer the Plan or its other compensation programs in a manner that minimizes your
tax liabilities. You shall not make any claim against the Company, or any of its Officers,
Directors, Employees or Affiliates related to tax liabilities arising from your option or your
other compensation. In particular, you acknowledge that this option is exempt from Section 409A of
the Code only if the exercise price per share specified in the Grant Notice is at least equal to
the “fair market value” per share of the Common Stock on the Date of Grant and there is no other
impermissible deferral of compensation associated with the option.



     13. Notices. Any notices provided for in your option or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by
mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid,
addressed to you at the last address you provided to the Company.



 









 





     14. Governing Plan Document. Your option is subject to all the provisions of the
Plan, the provisions of which are hereby made a part of your option, and is further subject to all
interpretations, amendments, rules and regulations, which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the provisions of your option
and those of the Plan, the provisions of the Plan shall control.




 









 








Attachment II




2010 Equity Incentive Plan




 









 





Attachment III




Notice of Exercise




 








 








Notice of Exercise




2010 Equity Incentive Plan




			
	 	 	 
	QuinStreet, Inc.	 	 
	[                                        ]	 	 
	[                                        ]
	 	Date of Exercise:                     






Ladies and Gentlemen:




     This constitutes notice under my stock option that I elect to purchase the number of shares
for the price set forth below.



	 	 	 	 	 	 	 	 	 
	Type of option (check one):
	 	Incentive  o
	 	Nonstatutory  o

	 
	 	 	 	 	 	 	 	 
	Stock option dated:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Number of shares as
to which option is
exercised:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Shares to be
issued in name of:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total exercise price:
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Cash payment delivered
herewith:
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Regulation T Program (cashless exercise)
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	
Value of                      already-owned shares of
QuinStreet, Inc. common
stock delivered herewith3:
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 







 




			
	3	 	Shares must meet the public trading requirements set
forth in the option. Shares must be valued on the date of exercise in
accordance with the terms of the 2010 Equity Incentive Plan and the option
being exercised and must be owned free and clear of any liens, claims,
encumbrances or security interests. Certificates must be endorsed or
accompanied by an executed assignment separate from certificate.





 









 







	 	 	 	 	 	 	 	 	 
	Value of                      shares of
QuinStreet, Inc. common
stock pursuant to net exercise4:
	 	$	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 







     By this exercise, I agree (i) to provide such additional documents as you may require pursuant
to the terms of the 2010 Equity Incentive Plan (ii) to provide for the payment by me to you (in the
manner designated by you) of your withholding obligation, if any, relating to the exercise of this
option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing
within fifteen (15) days after the date of any disposition of any of the shares of Common Stock
issued upon exercise of this option that occurs within two (2) years after the date of grant of
this option or within one (1) year after such shares of Common Stock are issued upon exercise of
this option.



	 	 	 
	 

	 	Very truly yours,
	 
	 	 
	 

	 	 







 




			
	4	 	QuinStreet, Inc. must have established net exercise
procedures at the time of exercise in order to utilize this payment method and
must expressly consent to your use of net exercise at the time of exercise. An
Incentive Stock Option may not be exercised by a net exercise arrangement.