exv10w9








Exhibit 10.9




QuinStreet, Inc.

Stock Option Grant Notice




Initial Grant

(2010 Non-Employee Directors’ Stock Award Plan)



QuinStreet, Inc. (the “Company”), pursuant to its 2010 Non-Employee Directors’ Stock Award 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:	 	Nonstatutory Stock Option
	 
	 	 	 	 
	Exercise Schedule:	 	Same as Vesting Schedule
	 
	 	 	 	 
	Vesting Schedule:	 	1/36th of the shares vest each month following the Date of Grant, 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
	 	Subject to the Company’s consent at the time of exercise, by a “net
exercise” arrangement





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:

	 	 
	 

	 	 
	 
	 	 
	 

	 	 





	 	 	 	 	 	 	 	 	 
	QuinStreet, Inc.	 	 	 	Optionholder:
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Signature	 	 	 	Signature

	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Date:
	 	 
	 

	 	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 




Attachments: Option Agreement, 2010 Non-Employee Directors’ Stock Award Plan and Notice
of Exercise





 









 








Attachment I




Option Agreement





 









 








QuinStreet, Inc.

2010 Non-Employee Directors’ Stock Award Plan




Option Agreement

(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 Non-Employee Directors’
Stock Award 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, your option will vest as
provided in your Grant Notice, provided that vesting will cease upon the termination of your
Continuous Service. In addition, if the Company is subject to a Change in Control before your
Continuous Service terminates, then all of the unvested shares subject to this option shall become
fully vested and exercisable immediately prior to the effective date of such Change in Control.



     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 and to the
extent permitted by law, 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) 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 6(g) of the Plan, upon the earliest of the following:



          (a) six (6) months after the termination of your Continuous Service for any reason other than
Disability, death, provided however, that if during any part of such six (6) 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 six (6) months after the
termination of your Continuous Service;




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




          (c) eighteen (18) months after your death if you die either during your Continuous Service or
within six (6) months after your Continuous Service terminates;




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




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



Notwithstanding the foregoing, if your sale, within the applicable time periods set forth in
Section 6, of the shares acquired upon exercise of your Option would subject you to suit under
Section 16(b) of the Exchange Act, your Option shall remain exercisable until the earlier of
(i) the expiration of a period of ten (10) days after the date on which a sale of the shares by you


 









 






would no longer be subject to such suit, (ii) the expiration of the one hundred and ninetieth
(190th) day after your termination of Continuous Service, or (iii) the Expiration Date indicated in
your Grant Notice.




     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.




     8. Transferability. Your option is not transferable, except (1) by will or by the
laws of descent and distribution, (2) 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 (3) 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. 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.



     10. 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) The Company may, in its sole discretion, and in compliance with any applicable conditions
or restrictions of law, 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). 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.




     11. Parachute Payments.



          (a) 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).




          (b) 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.




          (c) 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.




     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 Non-Employee Directors’ Stock Award Plan





 









 








Attachment III




Notice of Exercise





 









 










NOTICE OF EXERCISE

QUINSTREET, INC.

2010 NON-EMPLOYEE DIRECTORS’ STOCK AWARD 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.



	 	 	 	 	 
	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  shares of
QuinStreet, Inc. common
stock delivered herewith1:
	 	$	 	 
	 
	 	 	 
	 
	Value of  shares of
QuinStreet, Inc. common
stock pursuant to net exercise2:
	 	$	 	 
	 
	 	 	 








 




			
	1	 	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 Non-Employee Directors’ Stock Award Plan
and the option being exercised, must have been owned for the minimum period
required in the option agreement, 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.
	 
	2	 	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.




 









 










     By this exercise, I agree (i) to provide such additional documents as you may require pursuant
to the terms of the QuinStreet, Inc. 2010 Non-Employee Directors’ Stock Award Plan and (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.



	 	 	 
	 

	 	Very truly yours,