**Exhibit10.1**

 

**NETRATINGS,INC.**

 

**AMENDEDAND RESTATED****1998 STOCK PLAN**

 

1.                                       Purposes of the Plan.  Thepurposes of this Stock Plan are to attract and retain the best availablepersonnel for positions of substantial responsibility, to provide additionalincentive to Employees, Directors and Consultants and to promote the success ofthe Company’s business.  Options grantedunder the Plan may be Incentive Stock Options or Nonstatutory Stock Options, asdetermined by the Administrator at the time of grant.  Other Awards may also be offered under thePlan.

 

2.                                       Definitions.  As used herein, the followingdefinitions shall apply:

 

(a)                                  “Administrator” means the Board or anyof its Committees as shall be administering the Plan in accordance with Section 4hereof.

 

(b)                                 “Applicable Laws” means therequirements relating to the administration of stock option plans under U.S.state corporate laws, U.S. federal and state securities laws, the Code, anystock exchange or quotation system on which the Common Stock is listed or quotedand the applicable laws of any other country or jurisdiction where Awards aregranted under the Plan.

 

(c)                                  “Award” means, individually orcollectively, a grant under this Plan of Options, Stock Appreciation Rights,Stock Purchase Rights, Restricted Stock or Restricted Stock Units, in each casesubject to the terms of this Plan.

 

(d)                                 “Award Agreement” means either (i) awritten agreement entered into by the Company and a Participant setting forththe terms and provisions applicable to an Award granted under this Plan or (ii)a written statement issued by the Company to a Participant describing the termsand provisions of such Award.

 

(e)                                  “Board” means the Board of Directorsof the Company.

 

(f)                                    “Code” means the Internal Revenue Codeof 1986, as amended.

 

(g)                                 “Committee” means a committee ofDirectors appointed by the Board in accordance with Section 4 hereof.

 

(h)                                 “Common Stock” means the Common Stockof the Company.

 

(i)                                     “Company” means NetRatings, Inc., aDelaware corporation.

 

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(j)                                     “Consultant” means any person who isengaged by the Company or any Parent or Subsidiary to render consulting oradvisory services to such entity.

 

(k)                                  “Director” means a member of the Boardof Directors of the Company.

 

(l)                                     “Disability” means total and permanentdisability as defined in Section 22(e)(3) of the Code.

 

(m)                               “Employee” means any person, includingOfficers and Directors, employed by the Company or any Parent or Subsidiary ofthe Company.  A Service Provider shallnot cease to be an Employee in the case of (i) any leave of absenceapproved by the Company or (ii) transfers between locations of the Companyor between the Company, its Parent, any Subsidiary, or any successor.  For purposes of Incentive Stock Options, nosuch leave may exceed ninety days, unless reemployment upon expiration of suchleave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by theCompany is not so guaranteed, on the 181st day of such leave any IncentiveStock Option held by the Optionee shall cease to be treated as an IncentiveStock Option and shall be treated for tax purposes as a Nonstatutory StockOption.  Neither service as a Directornor payment of a director’s fee by the Company shall be sufficient toconstitute “employment” by the Company.

 

(n)                                 “Exchange Act” means the SecuritiesExchange Act of 1934, as amended.

 

(o)                                 “Fair Market Value” means, as of anydate, the value of Common Stock determined as follows:

 

(i)                                     If the Common Stock is listed on anyestablished stock exchange or a national market system, including withoutlimitation the Nasdaq National Market or The Nasdaq SmallCap Market of TheNasdaq Stock Market, its Fair Market Value shall be the closing sales price forsuch stock (or the closing bid, if no sales were reported) as quoted on suchexchange or system for the last market trading day prior to the time ofdetermination, as reported in *The Wall Street Journal*or such other source as the Administrator deems reliable;

 

(ii)                                  If the Common Stock is regularly quoted by arecognized securities dealer but selling prices are not reported, its FairMarket Value shall be the mean between the high bid and low asked prices forthe Common Stock on the last market trading day prior to the day ofdetermination; or

 

(iii)                               In the absence of an established market forthe Common Stock, the Fair Market Value thereof shall be determined in goodfaith by the Administrator.

 

(p)                                 “Freestanding SAR” means an SAR thatis granted independently of any Options, as described in Section 13.

 

(q)                                 “Grant Price” means the priceestablished at the time of grant of an SAR pursuant to Section 13, used todetermine whether there is any payment due upon exercise of the SAR.

 

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(r)                                    “Incentive Stock Option” or “ISO”means an Option intended to qualify as an incentive stock option within themeaning of Section 422 of the Code.

 

(s)                                  “Nonstatutory Stock Option” means anOption not intended to qualify as an Incentive Stock Option.

 

(t)            “Officer” means a person who is an officer of theCompany within the meaning of Section 16 of the Exchange Act and the rulesand regulations promulgated thereunder.

 

(u)                                 “Option” means a stock option grantedpursuant to the Plan.

 

(v)                                 “Option Agreement” means a written orelectronic agreement between the Company and an Optionee evidencing the termsand conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan.

 

(w)                               “Option Exchange Program” means aprogram whereby outstanding Options are exchanged for Options with a lowerexercise price.

 

(x)                                   “Optioned Stock” means the CommonStock subject to an Option or a Stock Purchase Right.

 

(y)                                 “Optionee” means the holder of anoutstanding Option or Stock Purchase Right granted under the Plan.

 

(z)                                   “Parent” means a “parent corporation,”whether now or hereafter existing, as defined in Section 424(e) of theCode.

 

(aa)                            “Participant” means any eligibleindividual to whom an Award is made under this Plan.

 

(bb)                          “Period of Restriction” means theperiod when Restricted Stock is subject to a substantial risk of forfeiture(based on the passage of time, the achievement of performance goals, or uponoccurrence of other events as determined by the Committee, in its discretion),as provided in Section 12 below.

 

(cc)                            “Plan” means this Amended and Restated1998 Stock Plan.

 

(dd)                          “Restricted Stock” means shares ofCommon Stock acquired pursuant to, and subject to the terms and conditions setforth in, Section 12 below.

 

(ee)                            “Restricted Stock Unit” means an Awardgranted to a Participant pursuant to Section 12, except no Shares areactually awarded to the Participant on the date of grant.

 

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(ff)                                “Section 16(b)” means Section 16(b)of the Securities Exchange Act of 1934, as amended.

 

(gg)                          “Service Provider” means an Employee,Director or Consultant.

 

(hh)                          “Share” means a share of the CommonStock, as adjusted in accordance with Section 14 below.

 

(ii)                                  “Stock Appreciation Right” or “SAR”means an Award, designated as an SAR, pursuant to the terms of Section 13hereof.

 

(jj)                                  “Stock Purchase Right” means a rightto purchase Common Stock pursuant to Section 11 below.

 

(kk)                            “Subsidiary” means a “subsidiarycorporation,” whether now or hereafter existing, as defined in Section 424(f)of the Code.

 

(ll)                                  “Tandem SAR” means an SAR that isgranted in connection with a related Option pursuant to Section 13 hereof,the exercise of which shall require forfeiture of the right to purchase a Shareunder the related Option (and when a Share is purchased under the Option, theTandem SAR shall similarly be cancelled).

 

3.                                       Stock Subject to the Plan.

 

(a)                                  In General.  Subject to the provisions of Section 14of the Plan, the maximum aggregate number of Shares which may be subject to Awardsunder the Plan is 8,465,000 Shares.  TheShares may be authorized but unissued, or reacquired Common Stock.

 

If an Option or StockPurchase Right expires or becomes unexercisable without having been exercisedin full, or is surrendered pursuant to an Option Exchange Program, theunpurchased Shares which were subject thereto shall become available for futuregrant or sale under the Plan (unless the Plan has terminated).  However, Shares that have actually beenissued under the Plan, upon exercise of either an Option or Stock PurchaseRight, shall not be returned to the Plan and shall not become available forfuture distribution under the Plan, except that if Shares acquired pursuant toa Stock Purchase Right are subsequently repurchased by the Company at theiroriginal purchase price, such Shares shall become available for future grantunder the Plan.  If any Restricted Stock,Restricted Stock Units or SARs are subsequently forfeited or expire, then theShares underlying such Awards shall be available for future grants under thePlan.

 

(b)                                 Net Issuance of Restricted Stock.  Forpurposes of this Plan, unless the Committee determines otherwise, the Companyshall satisfy its liability for applicable withholding taxes with respect to anissuance of Restricted Stock by retaining a sufficient number of Shares ofRestricted Stock that it would otherwise deliver on a particular vesting dateequal to the amount of any withholding taxes due on such vesting date.  The net amount of Shares to be delivered on avesting date shall equal the total number of Shares otherwise

 

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deliverable to the Participant on suchvesting date, less such number of Shares equal to the Fair Market Value of suchwithholding taxes (as determined in the Committee’s sole discretion).  For purposes of Section 3(a) hereof,only the net amount of Shares delivered on a vesting date shall count towardsthe maximum aggregate Share awards under this Plan.  In the Committee’s sole discretion, similarnet issuance provisions may be applied to the issuance of Shares pursuant toAwards of Restricted Stock Units or SARs.

 

4.                                       Administration of the Plan.

 

(a)                                  Administrator.  ThePlan shall be administered by the Board or a Committee appointed by the Board,which Committee shall be constituted to comply with Applicable Laws.

 

(b)                                 Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee,the specific duties delegated by the Board to such Committee, and subject tothe approval of any relevant authorities, the Administrator shall have theauthority in its discretion:

 

(i)                                     to determine the Fair Market Value;

 

(ii)                                  to select the Service Providers to whom Awardsmay from time to time be granted hereunder;

 

(iii)                               to determine the number of Shares to becovered by each such Award granted hereunder;

 

(iv)                              to approve forms of agreement for use underthe Plan;

 

(v)                                 to determine the terms and conditions of any Awardgranted hereunder.  Such terms andconditions include, but are not limited to, the exercise price, the time ortimes when Awards may be exercised (which may be based on performancecriteria), any vesting acceleration or waiver of forfeiture restrictions, andany restriction or limitation regarding any Award or the Common Stock relatingthereto, based in each case on such factors as the Administrator, in its solediscretion, shall determine;

 

(vi)          to determinewhether and under what circumstances an Option may be settled in cash under subsection 9(e)instead of Common Stock;

 

(vii)                           to reduce the exercise price of any Option tothe then current Fair Market Value if the Fair Market Value of the Common Stockcovered by such Option has declined since the date the Option was granted;

 

(viii)                        to initiate an Option Exchange Program;

 

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(ix)                                to prescribe, amend and rescind rules andregulations relating to the Plan, including rules and regulations relating tosub-plans established for the purpose of qualifying for preferred tax treatmentunder foreign tax laws;

 

(x)                                   to allow Optionees to satisfy withholding taxobligations by electing to have the Company withhold from the Shares to beissued upon exercise of an Option or Stock Purchase Right that number of Shareshaving a Fair Market Value equal to the amount required to be withheld.  The Fair Market Value of the Shares to bewithheld shall be determined on the date that the amount of tax to be withheldis to be determined.  All elections byOptionees to have Shares withheld for this purpose shall be made in such formand under such conditions as the Administrator may deem necessary or advisable;and

 

(xi)           to construe andinterpret the terms of the Plan and Awards granted pursuant to the Plan.

 

(c)                                  Effect of Administrator’s Decision.  Alldecisions, determinations and interpretations of the Administrator shall befinal and binding on all Participants.

 

5.                                       Eligibility.

 

(a)                                  Awards may be granted to ServiceProviders.  Incentive Stock Options maybe granted only to Employees.

 

(b)                                 Each Option shall be designated in the OptionAgreement as either an Incentive Stock Option or a Nonstatutory StockOption.  However, notwithstanding suchdesignation, to the extent that the aggregate Fair Market Value of the Shareswith respect to which Incentive Stock Options are exercisable for the firsttime by the Optionee during any calendar year (under all plans of the Companyand any Parent or Subsidiary) exceeds $100,000, such Options shall be treatedas Nonstatutory Stock Options.  Forpurposes of this Section 5(b), Incentive Stock Options shall be taken intoaccount in the order in which they were granted.  The Fair Market Value of the Shares shall bedetermined as of the time the Option with respect to such Shares is granted.

 

(c)                                  Neither the Plan nor any Award shall conferupon any Participant any right with respect to continuing the Participant’srelationship as a Service Provider with the Company, nor shall it interfere inany way with his or her right or the Company’s right to terminate suchrelationship at any time, with or without cause.

 

(d)                                 No Employee shall be granted, in any fiscalyear of the Company, Options and Stock Purchase Rights to purchase more than500,000 Shares. The foregoing limitation shall be adjusted proportionately inconnection with any change in the Company’s capitalization as described in Section 14.

 

6.                                       Term of Plan.  ThePlan was originally adopted by the Board on January 30, 1998.  It shall continue in effect until January 30,2008, unless sooner terminated under Section 16 of the Plan.

 

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7.                                       Term of Option.  Theterm of each Option shall be stated in the Option Agreement; provided, however,that the term shall be no more than ten (10) years from the date of grantthereof.  In the case of an IncentiveStock Option granted to an Optionee who, at the time the Option is granted,owns stock representing more than ten percent (10%) of the voting power of allclasses of stock of the Company or any Parent or Subsidiary, the term of theOption shall be five (5) years from the date of grant or such shorter term asmay be provided in the Option Agreement.

 

8.                                       Option Exercise Price and Consideration.

 

(a)                                  The per share exercise price for the Sharesto be issued upon exercise of an Option shall be such price as is determined bythe Administrator, but shall be subject to the following:

 

(i)                                     In the case of an Incentive Stock Option

 

(A)                         granted to an Employee who, at the time of grant of such Option, ownsstock representing more than ten percent (10%) of the voting power of allclasses of stock of the Company or any Parent or Subsidiary, the exercise priceshall be no less than 110% of the Fair Market Value per Share on the date ofgrant.

 

(B)                           granted to any other Employee, the per Share exercise price shall be noless than 100% of the Fair Market Value per Share on the date of grant.

 

(ii)                                  In the case of a Nonstatutory Stock Option

 

(A)                         granted to a Service Provider who, at the time of grant of such Option,owns stock representing more than ten percent (10%) of the voting power of allclasses of stock of the Company or any Parent or Subsidiary, the exercise priceshall be no less than 110% of the Fair Market Value per Share on the date ofgrant.

 

(B)                           granted to any other Service Provider, the per Share exercise priceshall be no less than 85% of the Fair Market Value per Share on the date ofgrant.

 

(iii)                               Notwithstanding the foregoing, Options may begranted with a per Share exercise price other than as required above pursuantto a merger or other corporate transaction.

 

(b)                                 The consideration to be paid for the Sharesto be issued upon exercise of an Option, including the method of payment, shallbe determined by the Administrator (and, in the case of an Incentive StockOption, shall be determined at the time of grant).  Such consideration may consist of(1) cash, (2) check, (3) promissory note, (4) other Shareswhich (x) in the case of Shares acquired upon exercise of an Option, havebeen owned by the Optionee for more than six months on the date of surrender,and (y) have a Fair Market Value on the date of surrender equal to theaggregate exercise price of the Shares as to which such Option shall beexercised, (5)

 

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consideration received by the Company under acashless exercise program implemented by the Company in connection with thePlan, or (6) any combination of the foregoing methods of payment.  In making its determination as to the type ofconsideration to accept, the Administrator shall consider if acceptance of suchconsideration may be reasonably expected to benefit the Company.

 

9.                                       Exercise of Option.

 

(a)                                  Procedure for Exercise; Rights as aShareholder. Any Optiongranted hereunder shall be exercisable according to the terms hereof at suchtimes and under such conditions as determined by the Administrator and setforth in the Option Agreement.  Except inthe case of Options granted to Officers, Directors and Consultants, Optionsshall become exercisable at a rate of no less than 20% per year over five (5)years from the date the Options are granted. Unless the Administrator provides otherwise, vesting of Options grantedhereunder shall be tolled during any unpaid leave of absence.  An Option may not be exercised for a fractionof a Share.

 

An Option shall be deemedexercised when the Company receives: (i) written or electronic notice ofexercise (in accordance with the Option Agreement) from the person entitled toexercise the Option, and (ii) full payment for the Shares with respect to whichthe Option is exercised.  Full paymentmay consist of any consideration and method of payment authorized by theAdministrator and permitted by the Option Agreement and the Plan.  Shares issued upon exercise of an Optionshall be issued in the name of the Optionee or, if requested by the Optionee,in the name of the Optionee and his or her spouse.  Until the Shares are issued (as evidenced bythe appropriate entry on the books of the Company or of a duly authorized transferagent of the Company), no right to vote or receive dividends or any otherrights as a shareholder shall exist with respect to the Shares, notwithstandingthe exercise of the Option.  The Companyshall issue (or cause to be issued) such Shares promptly after the Option isexercised.  No adjustment will be madefor a dividend or other right for which the record date is prior to the datethe Shares are issued, except as provided in Section 14 of the Plan.

 

Exercise of an Option in anymanner shall result in a decrease in the number of Shares thereafter available,both for purposes of the Plan and for sale under the Option, by the number ofShares as to which the Option is exercised.

 

(b)                                 Termination of Relationship as a ServiceProvider.  If an Optionee ceases to be a ServiceProvider, such Optionee may exercise his or her Option within such period oftime as is specified in the Option Agreement (of at least thirty (30) days) tothe extent that the Option is vested on the date of termination (but in no eventlater than the expiration of the term of the Option as set forth in the OptionAgreement).  In the absence of aspecified time in the Option Agreement, the Option shall remain exercisable forthree (3) months following the Optionee’s termination.  If, on the date of termination, the Optioneeis not vested as to his or her entire Option, the Shares covered by theunvested portion of the Option shall revert to the Plan.  If, after termination, the Optionee does notexercise his or her Option within the time specified by the Administrator, theOption shall terminate, and the Shares covered by such Option shall revert tothe Plan.

 

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(c)                                  Disability of Optionee.  Ifan Optionee ceases to be a Service Provider as a result of the Optionee’sDisability, the Optionee may exercise his or her Option within such period oftime as is specified in the Option Agreement (of at least six (6) months) tothe extent the Option is vested on the date of termination (but in no eventlater than the expiration of the term of such Option as set forth in the OptionAgreement).  In the absence of aspecified time in the Option Agreement, the Option shall remain exercisable fortwelve (12) months following the Optionee’s termination.  If, on the date of termination, the Optioneeis not vested as to his or her entire Option, the Shares covered by theunvested portion of the Option shall revert to the Plan.  If, after termination, the Optionee does notexercise his or her Option within the time specified herein, the Option shallterminate, and the Shares covered by such Option shall revert to the Plan.

 

(d)                                 Death of Optionee.  Ifan Optionee dies while a Service Provider, the Option may be exercised withinsuch period of time as is specified in the Option Agreement (of at least six(6) months) to the extent that the Option is vested on the date of death (butin no event later than the expiration of the term of such Option as set forthin the Option Agreement) by the Optionee’s estate or by a person who acquiresthe right to exercise the Option by bequest or inheritance.  In the absence of a specified time in theOption Agreement, the Option shall remain exercisable for twelve (12) monthsfollowing the Optionee’s termination. If, at the time of death, the Optionee is not vested as to the entireOption, the Shares covered by the unvested portion of the Option shallimmediately revert to the Plan.  If theOption is not so exercised within the time specified herein, the Option shallterminate, and the Shares covered by such Option shall revert to the Plan.

 

(e)                                  Buyout Provisions.  TheAdministrator may at any time offer to buy out for a payment in cash or Shares,an Option previously granted, based on such terms and conditions as theAdministrator shall establish and communicate to the Optionee at the time thatsuch offer is made.

 

10.                                 Non-Transferability of Options andStock Purchase Rights.  The Options and Stock Purchase Rights may notbe sold, pledged, assigned, hypothecated, transferred, or disposed of in anymanner other than by will or by the laws of descent or distribution and may beexercised, during the lifetime of the Optionee, only by the Optionee.

 

11.                                 Stock Purchase Rights.

 

(a)                                  Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or intandem with other awards granted under the Plan and/or cash awards made outsideof the Plan.  After the Administratordetermines that it will offer Stock Purchase Rights under the Plan, it shalladvise the offeree in writing or electronically of the terms, conditions andrestrictions related to the offer, including the number of Shares that suchperson shall be entitled to purchase, the price to be paid, and the time withinwhich such person must accept such offer. The terms of the offer shall comply in all respects with Section 260.140.42of Title 10 of the California Code of Regulations.  The offer shall be accepted by execution of aShare purchase agreement in the form determined by the Administrator.

 

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(b)                                 Repurchase Option. Unless the Administrator determines otherwise, the Share purchaseagreement shall grant the Company a repurchase option exercisable upon thevoluntary or involuntary termination of the purchaser’s service with theCompany for any reason (including death or disability).  The purchase price for Shares repurchasedpursuant to the Share purchase agreement shall be the original price paid bythe purchaser and may be paid by cancellation of any indebtedness of thepurchaser to the Company.  The repurchaseoption shall lapse at such rate as the Administrator may determine.  Except with respect to Shares purchased byOfficers, Directors and Consultants, the repurchase option shall in no caselapse at a rate of less than 20% per year over five (5) years from the date ofpurchase.

 

(c)                                  Other Provisions.  TheShare purchase agreement shall contain such other terms, provisions andconditions not inconsistent with the Plan as may be determined by theAdministrator in its sole discretion.

 

(d)                                 Rights as a Shareholder.  Oncethe Stock Purchase Right is exercised, the purchaser shall have rightsequivalent to those of a shareholder and shall be a shareholder when his or herpurchase is entered upon the records of the duly authorized transfer agent ofthe Company.  No adjustment shall be madefor a dividend or other right for which the record date is prior to the datethe Stock Purchase Right is exercised, except as provided in Section 14 ofthe Plan.

 

12.                                 Restricted Stock.

 

(a)                                  Grant of Restricted Stock or RestrictedStock Units.Subject to the terms and provisions of the Plan, the Committee, at any time andfrom time to time, may grant Restricted Stock and/or Restricted Stock Units toParticipants in such amounts as the Committee shall determine.  Restricted Stock Units shall be similar toRestricted Stock except that no Shares are actually awarded to the Participanton the date of grant.

 

(b)                                 Restricted Stock or Restricted Stock UnitAgreement.Each Restricted Stock and/or Restricted Stock Unit grant shall be evidenced byan Award Agreement that shall specify the Period of Restriction, the number of Sharesof Restricted Stock or the number of Restricted Stock Units granted, and suchother provisions as the Committee shall determine.  Notwithstanding anything in this Section 12to the contrary, delivery of Shares pursuant to an Award of Restricted Stock orRestricted Stock Units shall be made no later than 2-1/2 months after the closeof the Company’s first taxable year in which such Shares are no longer subjectto a risk of forfeiture (within the meaning of Section 409A of the Code).

 

(c)                                  Transferability. Except as provided in this Plan or anAward Agreement, the Restricted Stock and/or Restricted Stock Units granted hereinmay not be sold, transferred, pledged, assigned, or otherwise alienated orhypothecated until the end of the applicable Period of Restriction establishedby the Committee and specified in the Award Agreement (and in the case ofRestricted Stock Units, until the date of delivery or other payment), or uponearlier satisfaction of any other conditions, as specified by the Committee, inits sole discretion, and set forth in the Award Agreement or otherwise at anytime by the Committee. All rights with respect to the Restricted Stock grantedto a Participant under the Plan shall be available during his

 

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lifetime only to such Participant, except asotherwise provided in an Award Agreement or at any time by the Committee.

 

(d)                                 Other Restrictions. The Committee shall impose such otherconditions and/or restrictions on any Restricted Stock granted pursuant to thePlan as it may deem advisable including, without limitation, a requirement thatParticipants pay a stipulated purchase price for each Share of Restricted Stockor each Restricted Stock Unit, restrictions based upon the achievement ofspecific performance goals, time-based restrictions on vesting following theattainment of the performance goals, time-based restrictions, and/orrestrictions under applicable laws or under the requirements of any stockexchange or market upon which such Shares are listed or traded, or holdingrequirements or sale restrictions placed on the Shares by the Company uponvesting of such Restricted Stock or Restricted Stock Unit.

 

To the extent deemedappropriate by the Committee, the Company may retain the certificatesrepresenting Restricted Stock in the Company’s possession until such time asall conditions and/or restrictions applicable to such Shares have beensatisfied or lapse.

 

Except as otherwise providedin this Section 12, Restricted Stock covered by each Restricted StockAward shall become freely transferable by the Participant after all conditionsand restrictions applicable to such Shares have been satisfied or lapse(including satisfaction of any applicable tax withholding obligations), andRestricted Stock Units shall be paid in cash, Shares, or a combination of cashand Shares as the Committee in its sole discretion shall determine.

 

(e)                                  Certificate Legend. In addition to any legends placed oncertificates pursuant to Section 12(d), each certificate representing RestrictedStock granted pursuant to the Plan may bear a legend such as the following oras otherwise determined by the Committee in its sole discretion:

 

“The sale or transfer ofShares of stock represented by this certificate, whether voluntary,involuntary, or by operation of law, is subject to certain restrictions ontransfer as set forth in the NetRatings, Inc. 1998 Stock Plan, and in theassociated Award Agreement. A copy of the Plan and such Award Agreement may beobtained from NetRatings, Inc.”

 

(f)                                    Voting Rights. Unless otherwise determined by theCommittee and set forth in a Participant’s Award Agreement, to the extentpermitted or required by law, as determined by the Committee, Participantsholding Restricted Stock granted hereunder may be granted the right to exercisefull voting rights with respect to those Shares during the Period ofRestriction. A Participant shall have no voting rights with respect to anyRestricted Share Units granted hereunder.

 

(g)                                 Termination of Employment. Each Award Agreement shall set forth theextent to which the Participant shall have the right to retain Restricted Stockfollowing termination of the Participant’s employment with or provision ofservices to the Company, its Affiliates, and/or its Subsidiaries, as the casemay be. Such provisions shall be determined in the sole discretion of theCommittee, shall be included in the Award Agreement entered into with

 

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each Participant, need not be uniform amongall Restricted Stock issued pursuant to the Plan, and may reflect distinctionsbased on the reasons for termination.

 

(h)                                 Section 83(b) Election. The Committee may provide in an AwardAgreement that the Award of Restricted Stock is conditioned upon theParticipant making or refraining from making an election with respect to theAward under Section 83(b) of the Code. If a Participant makes an electionpursuant to Section 83(b) of the Code concerning a Restricted Stock Award,the Participant shall be required to file promptly a copy of such election withthe Company.

 

13.                                 Share Appreciation Rights

 

(a)                                  Grant of SARs. Subject to the terms and conditions ofthe Plan, SARs may be granted to Participants at any time and from time to timeas shall be determined by the Committee. The Committee may grant FreestandingSARs, Tandem SARs, or any combination of these forms of SARs.  Notwithstanding the foregoing, SARs may begranted only if Shares are traded on an established securities market at thedate of grant.

 

Subject to the terms and conditions of the Plan,the Committee shall have complete discretion in determining the number of SARsgranted to each Participant and, consistent with the provisions of the Plan, indetermining the terms and conditions pertaining to such SARs.

 

The Grant Price for each grant of a FreestandingSAR shall be determined by the Committee and shall be specified in the AwardAgreement. The Grant Price shall be: (i) based on 100% of the Fair Market Valueof the Shares on the date of grant, (ii) set at a premium to the Fair Market Valueof the Shares on the date of grant, or (iii) indexed to the Fair Market Valueof the Shares on the date of grant, with the index determined by the Committee,in its discretion; provided, however, the Grant Price on the date of grant mustbe at least equal to 100% of the Fair Market Value of the Shares on the date ofgrant. The Grant Price of Tandem SARs shall be equal to the exercise price ofthe related Option.

 

(b)                                 SAR Agreement. Each SAR Award shall be evidenced by anAward Agreement that shall specify the Grant Price, the term of the SAR, andsuch other provisions as the Committee shall determine.

 

(c)                                  Term of SAR. The term of an SAR granted under thePlan shall be determined by the Committee, in its sole discretion, and exceptas determined otherwise by the Committee and specified in the SAR AwardAgreement, no SAR shall be exercisable later than the tenth anniversary date ofits grant. Notwithstanding the foregoing, for SARs granted to Participantsoutside the United States, the Committee has the authority to grant SARs thathave a term greater than ten years.

 

(d)                                 Exercise of Freestanding SARs. Freestanding SARs may be exercised uponwhatever terms and conditions the Committee, in its sole discretion, imposes.

 

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(e)                                  Exercise of Tandem SARs. Tandem SARs may be exercised for all orpart of the Shares subject to the related Option upon the surrender of theright to exercise the equivalent portion of the related Option. A Tandem SARmay be exercised only with respect to the Shares for which its related Optionis then exercisable.

 

Notwithstanding any otherprovision of this Plan to the contrary, with respect to a Tandem SAR granted inconnection with an ISO: (a) the Tandem SAR will expire no later than theexpiration of the underlying ISO; (b) the value of the payout with respect to theTandem SAR may be for no more than 100% of the excess of the Fair Market Valueof the Shares subject to the underlying ISO at the time the Tandem SAR isexercised over the exercise price of the underlying ISO; (c) the Tandem SAR maybe exercised only when the Fair Market Value of the Shares subject to the ISOexceeds the exercise price of the ISO; (d) the Tandem SAR may be exercised onlywhen the underlying ISO is eligible to be exercised; and (e) the Tandem SAR istransferable only when the underlying ISO is transferable, and under the sameconditions.

 

(f)                                    Payment of SAR Amount.  SARsgranted under this Plan shall be payable only in Shares.  Upon the exercise of an SAR, a Participantshall be entitled to receive payment from the Company such number of Sharesdetermined by multiplying:

 

(i)                                     The excess of the Fair Market Value of aShare on the date of exercise over the Grant Price; by

 

(ii)                                  The number of Shares with respect to whichthe SAR is exercised.

 

Such product shall then bedivided by the Fair Market Value of a Share on the date of exercise.  The resulting number (rounded down to thenext whole number) is the number of Shares to be issued to the Participant uponexercise of an SAR.

 

(g)                                 Termination of Employment. Each Award Agreement shall set forth theextent to which the Participant shall have the right to exercise the SARfollowing termination of the Participant’s employment with or provision ofservices to the Company, its Parent, and/or its Subsidiaries, as the case maybe.  Such provisions shall be determinedin the sole discretion of the Committee, shall be included in the AwardAgreement entered into with Participants, need not be uniform among all SARsissued pursuant to the Plan, and may reflect distinctions based on the reasonsfor termination.

 

(h)                                 Nontransferability of SARs. Except as otherwise provided in aParticipant’s Award Agreement or otherwise determined at any time by theCommittee, no SAR granted under the Plan may be sold, transferred, pledged,assigned, or otherwise alienated or hypothecated, other than by will or by thelaws of descent and distribution. Further, except as otherwise provided in aParticipant’s Award Agreement or otherwise determined at any time by theCommittee, all SARs granted to a Participant under the Plan shall beexercisable during his lifetime only by such Participant. With respect to thoseSARs, if any, that are permitted to be transferred to another individual,references in the Plan to exercise of the SAR by the Participant or payment ofany amount to the Participant shall be deemed to include, as determined by theCommittee, the Participant’s permitted transferee.

 

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(i)                                     Other Restrictions. The Committee shall impose such otherconditions and/or restrictions on any Shares received upon exercise of a SARgranted pursuant to the Plan as it may deem advisable or desirable. Theserestrictions may include, but shall not be limited to, a requirement that theParticipant hold the Shares received upon exercise of a SAR for a specifiedperiod of time.

 

14.                                 Adjustments Upon Changes in Capitalization,Merger or Asset Sale.

 

(a)                                  Changes in Capitalization. Subject to any required action by the shareholders of the Company, thenumber of shares of Common Stock covered by each outstanding Award and thenumber of shares of Common Stock which have been authorized for issuance underthe Plan but as to which no Awards have yet been granted or which have beenreturned to the Plan upon cancellation or expiration of an Award, as well asthe price per share of Common Stock covered by each such outstanding Award,shall be proportionately adjusted for any increase or decrease in the number ofissued shares of Common Stock resulting from a stock split, reverse stocksplit, stock dividend, combination or reclassification of the Common Stock, orany other increase or decrease in the number of issued shares of Common Stockeffected without receipt of consideration by the Company.  The conversion of any convertible securitiesof the Company shall not be deemed to have been “effected without receipt ofconsideration.”  Such adjustment shall bemade by the Board, whose determination in that respect shall be final, bindingand conclusive.  Except as expresslyprovided herein, no issuance by the Company of shares of stock of any class, orsecurities convertible into shares of stock of any class, shall affect, and noadjustment by reason thereof shall be made with respect to, the number or priceof shares of Common Stock subject to an Award.

 

(b)                                 Dissolution or Liquidation.  Inthe event of the proposed dissolution or liquidation of the Company, theAdministrator shall notify each Optionee as soon as practicable prior to theeffective date of such proposed transaction. The Administrator in its discretion may provide for an Optionee to havethe right to exercise his or her Option or Stock Purchase Right until fifteen(15) days prior to such transaction as to all of the Optioned Stock coveredthereby, including Shares as to which the Option or Stock Purchase Right wouldnot otherwise be exercisable.  Inaddition, the Administrator may provide that any Company repurchase optionapplicable to any Shares purchased upon exercise of an Option or Stock PurchaseRight shall lapse as to all such Shares, provided the proposed dissolution orliquidation takes place at the time and in the manner contemplated.  To the extent it has not been previouslyexercised, an Option or Stock Purchase Right will terminate immediately priorto the consummation of such proposed action.

 

(c)                                  Merger or Asset Sale.  Inthe event of a merger of the Company with or into another corporation, or thesale of substantially all of the assets of the Company, each outstanding Awardshall be assumed or an equivalent award substituted by the successorcorporation or a Parent or Subsidiary of the successor corporation.  In the event that the successor corporationrefuses to assume or substitute for the Award, the Participant shall fully vestin all such Awards.  If an Award which isan Option or Stock Purchase Right becomes fully vested and exercisable in lieuof assumption or substitution in the event of a merger or sale of assets, theAdministrator shall notify the Optionee in writing or electronically that theOption or Stock

 

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Purchase Right shall be fully exercisable fora period of fifteen (15) days from the date of such notice, and the Option orStock Purchase Right shall terminate upon the expiration of such period.  For the purposes of this paragraph, an Award shallbe considered assumed if, following the merger or sale of assets, the substitutedaward confers the right to purchase or receive, for each Share underlying suchAward immediately prior to the merger or sale of assets, the consideration(whether stock, cash, or other securities or property) received in the mergeror sale of assets by holders of Common Stock for each Share held on theeffective date of the transaction (and if holders were offered a choice ofconsideration, the type of consideration chosen by the holders of a majority ofthe outstanding Shares); provided, however, that if such consideration receivedin the merger or sale of assets is not solely common stock of the successorcorporation or its Parent, the Administrator may, with the consent of thesuccessor corporation, provide for the consideration to be received for eachShare underlying such Award, to be solely common stock of the successorcorporation or its Parent equal in fair market value to the per share considerationreceived by holders of Common Stock in the merger or sale of assets.

 

15.                                 Time of Granting Awards.  Thedate of grant of an Award shall, for all purposes, be the date on which theAdministrator makes the determination granting such Award, or such other dateas is determined by the Administrator. Notice of the determination shall be given to each Service Provider towhom an Option or Stock Purchase Right is so granted within a reasonable timeafter the date of such grant.

 

16.                                 Amendment and Termination of the Plan.

 

(a)                                  Amendment and Termination.  TheBoard may at any time amend, alter, suspend or terminate the Plan.

 

(b)                                 Shareholder Approval.  TheBoard shall obtain shareholder approval of any Plan amendment to the extentnecessary and desirable to comply with Applicable Laws.

 

(c)                                  Effect of Amendment or Termination.  Noamendment, alteration, suspension or termination of the Plan shall impair therights of any Participant, unless mutually agreed otherwise between the Participantand the Administrator, which agreement must be in writing and signed by the Participantand the Company.  Termination of the Planshall not affect the Administrator’s ability to exercise the powers granted toit hereunder with respect to Awards granted under the Plan prior to the date ofsuch termination.

 

17.                                 Conditions Upon Issuance of Shares.

 

(a)                                  Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option unlessthe exercise of such Option and the issuance and delivery of such Shares shallcomply with Applicable Laws and shall be further subject to the approval ofcounsel for the Company with respect to such compliance.

 

(b)                                 Investment Representations.  As acondition to the exercise of an Option, the Administrator may require theperson exercising such Option to represent and warrant at the time of any suchexercise that the Shares are being purchased only for investment and without

 

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any present intention to sell or distributesuch Shares if, in the opinion of counsel for the Company, such arepresentation is required.

 

18.                                 Inability to Obtain Authority.  Theinability of the Company to obtain authority from any regulatory body havingjurisdiction, which authority is deemed by the Company’s counsel to benecessary to the lawful issuance and sale of any Shares hereunder, shallrelieve the Company of any liability in respect of the failure to issue or sellsuch Shares as to which such requisite authority shall not have been obtained.

 

19.                                 Reservation of Shares.  TheCompany, during the term of this Plan, shall at all times reserve and keepavailable such number of Shares as shall be sufficient to satisfy therequirements of the Plan.

 

20.                                 Shareholder Approval.  ThePlan shall be subject to approval by the shareholders of the Company withintwelve (12) months after the date the Plan is adopted.  Such shareholder approval shall be obtainedin the degree and manner required under Applicable Laws.

 

21.                                 Information to Optionees and Purchasers.  TheCompany shall provide to each Optionee and to each individual who acquiresShares pursuant to the Plan, not less frequently than annually during theperiod such Optionee or purchaser has one or more Options or Stock PurchaseRights outstanding, and, in the case of an individual who acquires Sharespursuant to the Plan, during the period such individual owns such Shares,copies of annual financial statements. The Company shall not be required to provide such statements to keyemployees whose duties in connection with the Company assure their access toequivalent information.

 

22.                                 WithholdingTaxes.  The Company shall have theright to withhold from wages or other amounts otherwise payable to theParticipant, or otherwise require the Participant to pay, any federal, state,local or foreign income taxes, withholding taxes, or employment taxes requiredto be withheld by law or regulations (“Withholding Taxes”) arising as a resultof the grant or vesting of any Award, or any other taxable event occurringpursuant to the Plan or any Award Agreement. If, notwithstanding the foregoing, the Participant shall fail toactually or constructively make such tax payments as are required, the Company(or its affiliates) shall, to the extent permitted by law, have the right todeduct any such Withholding Taxes from any payment of any kind otherwise due tosuch Participant or to take such other action as may be necessary to satisfysuch Withholding Taxes.

 

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**NETRATINGS, INC.**

 

**AMENDED AND RESTATED 1998 STOCKPLAN**

 

**FORM OF RESTRICTED STOCKAGREEMENT**

 

The attached Notice of Grant of Restricted Stock (the “Notice”), signedby the Participant as of the date set forth therein (the “Effective Date”),sets forth the number of Shares of Restricted Stock granted and the vestingschedule.

 

**I.****                                         AGREEMENT**

 

1.                                       Grantof Restricted Stock.  This RestrictedStock Agreement (the “Agreement”) represents a grant to the Participant namedin the Notice of the number of Shares of Restricted Stock set forth in theNotice.  This grant of Restricted Stockis subject to the terms and conditions of the Plan, which is incorporatedherein by reference.  Subject to Section 16(c)of the Plan, in the event of a conflict between the terms and conditions of thePlan and this Restricted Stock Agreement, the terms and conditions of the Planshall prevail.  Capitalized terms nototherwise defined herein shall have the meanings assigned to such terms in thePlan.

 

2.                                       VestingPeriod.

 

(a)                                  In General. Subject to the terms of this Agreement and the Plan, Shares ofRestricted Stock granted hereby shall vest as indicated in the Notice.  Except as set forth in the Notice, if theParticipant’s provision of services to the Company ceases before the lastvesting date set forth in the Notice, all Shares of Restricted Stock grantedhereby that are unvested as of the date provision of services ceases shall beforfeited. For the specified vesting to occur on any vesting date set forththerein, the Participant must be continuously employed by the Company or any ofits affiliates from the Effective Date through such vesting date.

 

(b)                                 NoPartial Vesting.  Except as may beset forth in Section 14 of the Plan (addressing adjustments that mightoccur upon certain change of control transactions), in no event shall aParticipant have any rights to the Shares of Restricted Stock grantedhereunder:  (i) prior to the date suchShares vest pursuant to the vesting schedule set forth in the Notice; or(ii) with respect to any partial Share.

 

(c)                                  Issuanceof Restricted Stock.  As soon aspracticable after the date of this Agreement, the Company shall cause to betransferred on the books of the Company, Shares registered in the name of theCompany, as nominee for the Participant, evidencing the Restricted Stockcovered by this Agreement, but subject to forfeiture to the Company retroactiveto the date of grant, if the Notice is not duly executed by the Participant andtimely returned to the Company.  Untilthe lapse or release of all restrictions applicable to an Award of RestrictedStock, the share certificates representing such Restricted Stock shall be heldin custody by the Company or its designee.

 

3.                                       VotingRights.  All Shares of RestrictedStock issued hereunder, whether vested or unvested, shall have full votingrights accorded to outstanding Shares.

 

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4.                                       DividendRights.

 

(a)                                  CashDividends.  The Participant shall beentitled to receive any cash dividends paid with respect to Shares ofRestricted Stock granted hereunder.

 

(b)                                 Non-CashDividends.  Any stock dividends orother distributions or dividends of property other than cash with respect toShares of Restricted Stock granted hereunder shall be subject to the sameforfeiture restrictions and restrictions on transferability as apply to theRestricted Stock with respect to which such property was paid.

 

5.                                       Death.  In the event a Participant dies whileemployed by the Company or any of its affiliates, any unvested Shares ofRestricted Stock held by such Participant shall immediately revert to the Plan.

 

6.                                       Disability.  In the event a Participant ceases to performservices of any kind (whether as an employee or Director) for the Company orany of its affiliates due to permanent and total disability, all unvestedShares of Restricted Stock held by such Participant shall immediately revert tothe Plan.

 

7.                                       Non-Transferabilityof Restricted Stock.  Prior to thedate a Share of Restricted Stock vests hereunder, such Share of RestrictedStock granted hereby may not be transferred in any manner.

 

8.                                       Section 83(b)Election.   If the Participant makesthe election contemplated by Section 83(b) of the Code (a “Section 83(b)Election”) (or any similar provision of federal, state or local law) withrespect to the Restricted Stock awarded hereunder, the Participant shallprovide the Company with a copy of such election within 30 days after the dateof this Agreement (or such earlier date required by law).

 

9.                                       NoTax Advice.  Participant herebyacknowledges that the Company has not provided any tax advice in connectionwith his or her participation in the Plan. Participant understands and acknowledges that the Section 83(b)Election is valid only if made within 30 days after the date of thisAgreement.  Participant will consult withhis or her own tax advisors with respect to any tax consequences relating to anaward of Restricted Stock and participation in the Plan.

 

10.                                 EntireAgreement; Governing Law.  The Planand this Restricted Stock Agreement constitute the entire agreement of theparties with respect to the subject matter hereof and supersede in theirentirety all prior undertakings and agreements of the Company and Participantwith respect to the subject matter hereof, and may not be modified adversely tothe Participant’s interest except by means of a writing signed by the Companyand Participant.  This agreement isgoverned by the internal substantive laws but not the choice of law rules ofCalifornia.

 

11.                                 NoGuarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANTTO THE VESTING SCHEDULE IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDERAT THE WILL OF THE

 

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COMPANY (NOT THROUGH THE ACT OF BEING HIRED OR BEING GRANTED SHARES OFRESTRICTED STOCK HEREUNDER).  PARTICIPANTFURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONSCONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH IN THE NOTICE DONOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS ASERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALLNOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TOTERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH ORWITHOUT CAUSE.

 

Participant acknowledges receipt of a copy of the Planand represents that he or she is familiar with the terms and provisionsthereof, and hereby accepts the Shares of Restricted Stock granted herebysubject to all of the terms and provisions thereof.  Participant has reviewed the Plan and thisAgreement in their entirety, has had an opportunity to obtain the advice ofcounsel prior to executing this Agreement and fully understands all provisionsof the Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final alldecisions or interpretations of the Committee upon any questions arising underthe Plan or this Agreement.  Participantfurther agrees to notify the Company upon any change in the residence address indicatedin the Notice.

 

12.                                 WithholdingTaxes.  The Company shall have theright to withhold from wages or other amounts otherwise payable to theParticipant, or otherwise require the Participant to pay, any federal, state,local or foreign income taxes, withholding taxes, or employment taxes requiredto be withheld by law or regulations (“Withholding Taxes”) arising as a resultof the grant of any Award, the vesting of Shares of Restricted Stock, thetransfer of any Shares of Restricted Stock, the making of an election under Section 83(b)(or any similar provision) of the Code, or any other taxable event occurringpursuant to the Plan, this Agreement or the Notice.  If, notwithstanding the foregoing, theParticipant shall fail to actually or constructively make such tax payments asare required, the Company (or its affiliates) shall, to the extent permitted bylaw, have the right to deduct any such Withholding Taxes from any payment ofany kind otherwise due to such Participant or to take such other action as maybe necessary to satisfy such Withholding Taxes. The Company, in its sole discretion, may satisfy its liability for theWithholding Taxes by retaining a sufficient number of Shares of RestrictedStock that it would otherwise deliver on a particular vesting date equal to theamount of any Withholding Taxes due on such vesting date.  For purposes of the preceding sentence, thenet amount of Shares to be delivered on a vesting date shall equal the totalnumber of Shares otherwise deliverable to the Participant on such vesting date(pursuant to Section 2 hereof and the Notice), less such number of Sharesequal to the Fair Market Value of such Withholding Taxes (as determined in theCompany’s sole discretion).

 

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