Exhibit
10.26


MxEnergy.com Inc.


2001
STOCK OPTION PLAN


1. Purpose. The purpose of the MxEnergy.com Inc. 2001 Stock
Option Plan (“Plan”) is to recognize the contributions made to
MxEnergy.com Inc. (“Company”) and its Affiliates (defined herein) by
directors, employees, advisors and Consultants (defined herein) of the Company
and its Affiliates, to provide such persons with an additional incentive to
devote themselves to the future success of the Company and its Affiliates and
to enhance the ability of the Company and its Affiliates to attract, retain and
motivate individuals upon whom the sustained growth and financial success of
the Company and its Affiliates depend by providing such persons with the
opportunity to acquire or increase a proprietary interest in the Company
through the grant of rights to acquire the Company’s Common Stock, par value
$0.01 per share (“Common Stock”).


2. Definitions. Unless the context clearly indicates
otherwise, the following terms shall have the following meanings as used herein:


(a) “Affiliate” means a corporation that is a parent or subsidiary corporation of the
Company within the meaning of Section 424(e) or (f) of the Code.


(b) “Change of Control” shall mean the occurrence of one of the
following events (and a Change of Control shall be deemed to have occurred upon
the earliest to occur of the following): (i) the date upon which the
stockholders of the Company (or the Board of Directors, if stockholder action
is not required) approve a plan or other arrangement pursuant to which the
Company will be dissolved or liquidated; (ii) the date upon which the
stockholders of the Company (or the Board of Directors, if stockholder action
is not required) approve a definitive agreement to sell or otherwise dispose of
all or substantially all of the assets of the Company; (iii) the date upon
which the stockholders of the Company (or the Board of Directors, if
stockholder action is not required) and the stockholders of the other
constituent corporation (or its board of directors if stockholder action is not
required) approve a definitive agreement to merge or consolidate the Company
with or into such other corporation, other than, in either case, a merger or
consolidation of the Company in which holders of shares of the Company’s Common
Stock immediately prior to the merger or consolidation will own at least a
majority of the common stock of the surviving corporation (and, if one class of
common stock is not the only class of voting securities entitled to vote on the
election of directors of the surviving corporation, a majority of the voting
power of the surviving corporation’s voting securities) immediately after the
merger or consolidation, which common stock (and, if applicable, voting
securities) is to be held in the same proportion as such holders’ ownership of
Common Stock of the Company immediately before the merger or consolidation;
(iv) the date upon which any entity, person or group, within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as
amended, other than the Company or any of its subsidiaries or any employee benefit plan (or related
trust) sponsored or maintained by the Company or any of its subsidiaries
becomes the beneficial owner of, or obtains voting control over, more than
fifty percent (50%) of the outstanding shares of the Company’s Common Stock; or
(v) the first day after the


 


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effective date of this Plan upon which
directors are elected such that a majority of the Board of Directors shall have
been members of the Board of Directors for less than two (2) years, unless the
nomination for election of each new director who was not a director at the
beginning of such two (2) year period was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who were directors at
the beginning of such period.


(c) “Code” means the Internal Revenue Code of 1986, as amended.


(d) “Committee” means the Board of Directors, or a committee of the Board of Directors
appointed in accordance with Section 3 of the Plan, when acting in connection
with the administration of the Plan.


(e) “Consultant” shall mean a non-employee advisor or consultant retained by the Company
whose services are considered by the Committee to be of sufficient importance
to the Company to merit an award of Options hereunder.


(f) “Disability” shall have the meaning set forth in Section 22(e)(3) of the Code.


(g) “Fair Market Value” shall mean the per share value of the Common
Stock determined as follows: (i) if the Common Stock is traded in a public
market and listed on a national securities exchange or included in the NASDAQ
National Market System, then the Fair Market Value shall be the last reported
sale price thereof on the relevant date; (ii) if the Common Stock is traded in
a public market and not listed on a national securities exchange or included in
the NASDAQ National Market System, then the Fair Market Value shall be the
average of the last reported “bid” and “asked” prices thereof on the relevant date
as reported on NASDAQ or, if not so reported, as reported by the National
Quotation Bureau, Inc. or as reported in a customary financial reporting
service, as applicable and as the Committee determines; or (iii) at any time at
which the Common Stock is not traded in a public market, the Fair Market Value
shall be determined by the Board of Directors, acting in good faith, which
determination shall be final and binding for all purposes of the Plan.


(h) “ISO” means an Option granted under the Plan that is intended to qualify as an
“incentive stock option” within the meaning of Section 422(b) of the Code.


(i) “Non-employee Director” means a member of the Board of Directors who
is not an employee of the Company or an Affiliate.


(j) “Non-qualified Stock Option” means an Option granted under the Plan that is
not intended to qualify, or otherwise does not qualify, as an “incentive stock
option” within the meaning of Section 422(b) of the Code.


(k) “Option” means either an ISO or a Non-qualified Stock Option granted under the
Plan.


(l) “Optionee” means a person to whom an Option has been granted under the Plan, which
Option has not been exercised, expired or terminated.


 


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(m) “Option
Document” means the document described in Section 8 of the
Plan that sets forth the terms and conditions of each Option grant.


(n) “Option
Price” means the price at which Shares may be purchased upon
exercise of an Option, as calculated pursuant to Section 8(c) of the Plan.


(o) “Rule
16b-3” means Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended.


(p) “Shares”
means the shares of Common Stock of the Company that are the
subject of Options.


3. Administration
of the Plan.


(a)
Administration. The Plan shall be administered by the Board
of Directors of the Company. The Board of Directors may designate a Committee
composed of at least two Non-employee Directors within the meaning of Rule
16b-3(3) to operate and administer the Plan in its stead, except that to the extent
that the Plan pertains to Non-employee Directors, it shall be administered by
the Board of Directors.


(b)
Meetings; Action Without a Meeting. The Committee shall hold
meetings at such times and places as it may determine. Acts approved at a
meeting by a majority of the members of the Committee and acts approved in
writing by the unanimous consent of the members of the Committee shall be the
valid acts of the Committee.


(c)
Authority of the Committee. Except with respect to Options
granted to Non-employee Directors pursuant to Section 9 hereof, the Committee
shall from time to time at its discretion direct the Company to grant Options
pursuant to the terms of the Plan. The Committee shall have plenary authority
to: (i) determine the Optionees to whom, the times at which, and the price at
which Options shall be granted; (ii) determine the type of Option to be granted
and the number of Shares subject thereto; and (iii) approve the form and terms
and conditions of the Option Documents; all subject, however, to the express
provisions of the Plan. The interpretation and construction by the Committee of
any provisions of the Plan or of any Option granted under it shall be final,
binding and conclusive.


(d)
Exculpation. No member of the Board of Directors shall be personally
liable for monetary damages for any action taken or any failure to take any
action in connection with the administration of the Plan or the granting of
Options under the Plan, provided that this Section 3(d) shall not apply to: (i)
any breach of such member’s duty of loyalty to the Company or its stockholders;
(ii) acts or omissions not in good faith or involving intentional misconduct or
a knowing violation of law; (iii) acts or omissions that would result in
liability under Section 174 of the Delaware General Corporation Law as amended;
and (iv) any transaction from which the member derived an improper personal
benefit.


 


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(e)
Indemnification. Service on the Committee shall constitute
service as a member of the Board of Directors of the Company. Each member of
the Committee shall be entitled without further act on such member’s part to
indemnity from the Company to the fullest extent provided by applicable law and
the Company’s Certificate of Incorporation and/or By-laws in connection with or
arising out of any action, suit or proceeding with respect to the
administration of the Plan or the granting of Options thereunder in which such
member may be involved by reason of such member’s being or having been a member
of the Committee, whether or not such member continues to be a member of the
Committee at the time of the action, suit or proceeding.


4. Shares Subject
to the Plan.


(a)
Number of Shares Reserved. The aggregate maximum number of
Shares for which Options may be granted pursuant to the Plan is Three-Thousand
Six-Hundred Sixty-Five (3,665) Shares. The Shares shall be issued from
authorized and unissued Common Stock or Common Stock held in or hereafter
acquired for the treasury of the Company. If an Option terminates or expires
without having been fully exercised for any reason, the Shares for which the
Option was not exercised may again be the subject of one or more Options
granted pursuant to the Plan.


(b)
Adjustments Upon Changes in Capitalization. The aggregate
number of Shares and class of shares as to which Options may be granted
hereunder, the number and class or classes of shares covered by each
outstanding Option and the Option Price thereof shall be appropriately adjusted
in the event of a stock dividend, stock split, recapitalization or other change
in the number or class of issued and outstanding equity securities of the
Company resulting from a subdivision or consolidation of the Common Stock
and/or, if appropriate, other outstanding equity securities or a
recapitalization or other capital adjustment (not including the issuance of
Common Stock on the conversion or exchange of other securities of the Company
which are convertible into or exchangeable for Common Stock) affecting the
Common Stock that is effected without receipt of consideration by the Company.
The Committee shall have authority to determine the adjustments to be made
under this Section and any such determination by the Committee shall be final,
binding and conclusive; provided, however, that no adjustment shall be made
that will cause an ISO to lose its status as such without the consent of the
Optionee, except for adjustments made pursuant to Section 10 hereof.


 


5. Term of the
Plan. The Plan is effective as of February 9, 2001, the date as of
which it was adopted by the Board of Directors of the Company, subject to
approval by the stockholders on or before February 8, 2002. In the event that
stockholder approval of the Plan is not obtained on or before such date, the
Plan shall be of no effect and any options granted hereunder shall terminate.
No Option granted hereunder shall be exercisable prior to the date on which the
Plan is duly approved by the stockholders of the Company. No Option may be
granted under the Plan after February 8, 2011.


6. Eligibility. All
employees, Consultants and members of the Board of Directors of the Company and
its Affiliates shall be eligible to receive Options hereunder, however,
Non-employee


 


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Directors may receive Options only pursuant to Section 9 hereof. The
Committee, in its sole discretion, shall determine all questions of eligibility
to receive Options hereunder.


7.         Grants.


(a)
Form of Grants. Grants under the Plan may be in the form of a
Non-qualified Stock Option, an ISO or a combination thereof, at the discretion
of the Committee. Unless specifically designated as an ISO at the time of
grant, each Option granted under the Plan shall be a Non-qualified Stock
Option. If an Option designated as an ISO is determined for any reason not to
qualify as an Incentive Stock Option within the meaning of Section 422 of the
Code, such Option shall be treated as a Non-qualified Stock Option for all
purposes under the Plan.


(b)
Grants to Non-employee Directors. Grants of Options to
Non-employee Directors shall be made in accordance with Section 9 hereof and
the Non-employee Directors to whom Options will be granted, the timing of such
grants, the price at which Shares subject to such Options may be purchased and
the number of Shares covered by such Options shall be determined as
specifically set forth in such Section.


(c)
Other Grants. Except with respect to Options granted to
Non-employee Directors, the Committee shall from time to time at its discretion
direct the Company to grant Options pursuant to the terms of the Plan. In
determining the Optionees to whom, the times at which, and the price at which
Options shall be granted, the types of Option to be granted, the number of
Shares to which Options shall apply and the terms and conditions of the Option
Documents, the Committee may take into account the nature of the Optionee’s
services and responsibilities, the Optionee’s present and potential
contribution to the Company’s success and such other factors as it may deem
relevant.


8.         Option Documents and Terms.


(a)
Form of Option Documents. Options granted pursuant to the
Plan shall be evidenced by Option Documents in such form as the Committee shall
from time to time approve, which Option Documents shall comply with, and be
subject to, the terms and conditions of this Section 8 and such other terms and
conditions as the Committee shall from time to time require consistent with the
terms of the Plan, except that the provisions of this Section 8 shall not be
applicable to Options granted to Non-employee Directors, except as otherwise
provided in Section 9.


(b)
Number of Option Shares. Each Option Document shall state the
number of Shares to which it pertains. An Optionee may receive more than one
Option and may receive Options intended to be ISO’s and Options intended not to
be ISO’s, but only on the terms and subject to the conditions and restrictions
of the Plan.


(c)
Option Price. Each Option Document shall state the Option
Price. For a Non-qualified Stock Option, the Option Price may be less than,
equal to or greater than the Fair


 


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Market Value of the Shares on the date the Option is granted. For an
ISO, the Option Price shall be at least 100% of the Fair Market Value of the
Shares on the date the Option is granted as determined by the Committee in
accordance with this Section 8(b); provided, however, that if an ISO is granted
to an Optionee who then owns, directly or by attribution under Section 424(d)
of the Code, shares possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or an Affiliate,
then the Option Price shall be at least 110% of the Fair Market Value of the
Shares on the date the Option is granted.


(d)
Exercise. No Option shall be deemed to have been exercised
prior to receipt by the Company of written notice of such exercise and payment
in full of the Option Price for the Shares to be purchased. Each such notice
shall specify the number of Shares to be purchased and, unless the Shares are
covered by a then current registration statement or a Notification under
Regulation A under the Securities Act of 1933 (“Act”),
shall contain the Optionee’s acknowledgment in form and substance
satisfactory to the Company that: (i) such Shares are being purchased for
investment and not for distribution or resale (other than a distribution or
resale which, in the opinion of counsel satisfactory to the Company, may be
made without violating the registration provisions of the Act); (ii) the
Optionee has been advised and understands that the Shares have not been
registered under the Act and are “restricted securities” within the meaning of
Rule 144 under the Act and are subject to restrictions on transfer and the
Company is under no obligation to register the Shares under the Act or to take
any action which would make available to the Optionee any exemption from such
registration; (iii) such Shares may not be transferred without compliance with
all applicable federal and state securities laws; and (iv) an appropriate
legend referring to the foregoing restrictions on transfer and any other
restrictions imposed under the Option Documents may be endorsed on the
certificates. Notwithstanding the foregoing, if the Company determines that
issuance of Shares should be delayed pending: (i) registration under federal or
state securities laws; (ii) the receipt of an opinion of counsel satisfactory
to the Company that an appropriate exemption from such registration is
available; (iii) the listing or inclusion of the Shares on any securities
exchange or an automated quotation system; or (iv) the consent or approval of
any governmental regulatory body whose consent or approval is necessary in
connection with the issuance of such Shares; the Company may defer exercise of
any Option granted hereunder until any of the events described in this sentence
has occurred.


(e)
Medium of Payment. An Optionee shall pay for Shares: (i) in
cash; (ii) by certified, bank or cashier’s check payable in clearing house
funds to the order of the Company; (iii) by such other mode of payment as the
Committee may approve, including payment through a broker in accordance with
procedures permitted by Regulation T of the Federal Reserve Board; or (iv) if
so provided in the Option Document to which the Shares pertain, in whole or in
part as provided in such Option Document in shares of the Company’s Common
Stock held by the Optionee. If payment is made in whole or in part in shares of
the Company’s Common Stock, the Optionee shall deliver to the Company
certificates registered in the name of such Optionee representing the shares
owned by such Optionee, free of all liens, claims and encumbrances of every
kind and having an aggregate Fair Market Value on the date of delivery that is
at least as great as the Option Price of the Shares (or relevant portion
thereof) with respect to which such Option is to be exercised by the


 


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payment in shares of Common Stock, endorsed in blank or accompanied by
stock powers duly endorsed in blank by the Optionee. In the event that
certificates for shares of the Company’s Common Stock delivered to the Company
represent a number of shares in excess of the number of shares required to make
payment for the Option Price of the Shares (or relevant portion thereof) with
respect to which such Option is to be exercised by payment in shares of Common
Stock, the stock certificate issued to the Optionee shall represent the Shares
in respect of which payment is made, and an additional certificate shall be
issued to the Optionee for such excess number of shares. Notwithstanding the
foregoing, the Committee may impose from time to time such limitations and prohibitions
on the use of shares of the Common Stock as payment for Shares to be acquired through
the exercise of an Option as it deems appropriate.


(f) Termination of Options.


(i) No
Option shall be exercisable after the first to occur of the following:


(A) Expiration
of the Option term specified in the Option Document, which shall not occur after ten (10) years from
the date of grant, or five (5) years from the date of grant of an ISO if the
Optionee on the date of grant owns, directly or by attribution under Section 424(d) of the Code, shares possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the Company or of an Affiliate.


(B) Expiration
of three (3) months from the date the Optionee’s employment or service with the Company or its Affiliates (other than
service as a Non-employee Director) terminates for any reason other than
Disability or death or as otherwise specified in Section 8(f)(i)(D) or 8(f)(i)(E) hereof, or as otherwise specifically
provided by the Committee acting pursuant
to Section 8(f)(ii) below.


(C) Expiration
of one (1) year from the date such employment or service with the Company or its Affiliates, including
service as a Non-employee Director, terminates due to the Optionee’s Disability
or death.


(D) A
finding by the Committee, after full consideration of the facts presented
on behalf of both the Company and the Optionee, that the Optionee has breached
the Optionee’s employment or service contract
with the Company or an Affiliate or has been engaged in disloyalty to the
Company or an Affiliate including, without limitation, fraud, embezzlement,
theft, commission of a felony or proven dishonesty in the course of the
Optionee’s employment or service, or
has disclosed trade secrets or confidential information of the Company or an
Affiliate. In such event, in addition to immediate termination of the Option,
the Optionee shall automatically forfeit all Shares for which the Company has not yet delivered the share
certificates upon refund by the Company
of the Option Price. Notwithstanding anything herein to the contrary, the
Company may withhold delivery of share
certificates pending the resolution of any inquiry that could lead to a finding resulting in a forfeiture.


 


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(E) The
date, if any, set by the Board of Directors as an accelerated expiration date in the event of the liquidation or
dissolution of the Company.


(ii) Notwithstanding
the foregoing, the Committee may extend the period during which all or any
portion of an Option may be exercised to a date no later than the Option term specified in the Option Document in accordance with
Section 8(f)(i)(A), provided that any change pursuant to this Section 8(f)(ii) that would cause an ISO to become a
Non-qualified Stock Option may be made
only with the consent of the Optionee.


(g) Transfers. No Option granted under the Plan may be transferred except by will or by the
laws of descent and distribution. During the lifetime of the person to whom an
Option is granted, such Option may be
exercised only by such person. Notwithstanding the foregoing, a Non-qualified Stock Option may be transferred
pursuant to the terms of a “qualified domestic relations order,” within the meaning of Sections 401(a)(13) and 414(p) of
the Code or within the meaning of Title I of the Employee Retirement Income
Security Act of 1974, as amended.


(h)
Limitation on ISO Grants. In no event shall the aggregate
fair market value of the shares of Common
Stock (determined at the time the ISO is granted) with respect to which
incentive stock options under all
incentive stock option plans of the Company or its Affiliates are exercisable
for the first time by the Optionee during any calendar year exceed $ 100,000.


(i) Other Provisions. Subject to the provisions of the Plan, the Option
Documents shall contain such other
provisions including, without limitation, provisions authorizing the Committee
to accelerate the exercisability of all or any portion of an Option
granted pursuant to the Plan, additional
restrictions upon the exercise of the Option or additional limitations upon the
term of the Option, as the Committee shall deem advisable.


(j) Amendment. Subject to the provisions of the Plan, the
Committee shall have the right to amend Option Documents issued to an Optionee,
subject to the Optionee’s consent if such amendment is not favorable to the
Optionee, except that the consent of the Optionee shall not be required for any
amendment made pursuant to Section 8(f)(i)(E) or Section 10 of the Plan, as
applicable.


9. Grants to Non-Employee Directors.


(a) Generally. Options granted pursuant to the Plan to
Non-Employee Directors shall be granted
in accordance with the terms and conditions set forth in this Section 9.
Options granted pursuant to this
Section 9 shall be evidenced by Option Documents in such form as the Committee shall from time to time approve, which Option
Documents shall comply with and be subject to the terms and conditions of this
Section 9 and such other terms and conditions as the Committee shall from time to time require consistent with the terms
of the Plan.


(b) Grants;
Exercisability; Option Price. Grants to Non-employee Directors shall be


 


 


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made at the discretion of the Committee. Except as otherwise provided
herein or in the applicable Option Document, with respect to the termination of
such Options or the acceleration of the exercisability thereof, each such
Option shall be a Non-qualified Stock Option, exercisable at any time during
its term following the date of grant. The Option Price shall be equal to the
Fair Market Value of the Shares on the date the Option is granted.


(c)
Termination of Option Granted Pursuant to Section 9. All
Options granted pursuant to this Section 9 shall be exercisable until the first
to occur of the following:


(i) Expiration
of ten (10) years from the date of grant;


(ii) Expiration
of one (1) year from the date the Optionee’s service with the Company as a
director terminates due to the Optionee’s Disability or death; or


(iii) Removal
of the Optionee from the Optionee’s position as a director of the Company
pursuant to the procedure for removal set forth in the Company’s Certificate of
Incorporation and/or Bylaws or a finding by the Board of Directors, after full
consideration of the facts presented on behalf of both the Company and the
Optionee, that the Optionee has breached any service contract with, or duty of
loyalty or care owed to, the Company or an Affiliate, or has been engaged in
disloyalty to the Company or an Affiliate, including, without limitation,
fraud, embezzlement, theft, commission of a felony or proven dishonesty in the
course of his employment or service, or has disclosed trade secrets or
confidential information of the Company or an Affiliate; in such event, in
addition to immediate termination of the Option, the Optionee shall
automatically forfeit all Shares for which the Company has not yet delivered
the share certificates upon refund by the Company of the Option Price and,
notwithstanding anything herein to the contrary, the Company may withhold
delivery of share certificates pending the resolution of any inquiry that could
lead to a finding resulting in a forfeiture.


10. Change of
Control. In the event of a Change of Control, the Committee may take
whatever action it deems necessary or desirable with respect to the Options
outstanding (other than Options granted pursuant to Section 9) including,
without limitation, accelerating the expiration or termination date in the
respective Option Documents to a date no earlier than thirty (30) days after
notice of such acceleration is given to the Optionees. Any amendment to this
Section 10 that diminishes the rights of Optionees shall not be effective with
respect to Options outstanding at the time of adoption of such amendment,
whether or not such outstanding Options are then exercisable.


11. Withholding of
Taxes. Whenever the Company proposes or is required to deliver or
transfer Shares in connection with the exercise of an Option, the Company shall
have the right to require the recipient to remit or otherwise make available to
the Company funds sufficient to satisfy any applicable federal, state and/or
local withholding tax requirements prior to the delivery or transfer of any
certificates for Shares or to take whatever other action it may deem necessary
to protect its interests with respect to tax liabilities. The Company’s
obligation to make any delivery or transfer of Shares shall be conditioned upon
the Optionee’s compliance, to the Company’s satisfaction, with any requirement
imposed pursuant to this Section 11.


 


 


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12.                   Miscellaneous.


(a) No
Commitment to Retain. The grant of an Option pursuant to the
Plan shall not be construed to imply or to constitute evidence of any
agreement, express or implied, on the part of the Company or any Affiliate to
retain the Optionee in the employ of the Company or any Affiliate and/or as a
member of the Board of Directors of the Company or any Affiliate or in any
other capacity.


(b)
Interpretation. The Plan is intended to enable transactions
under the Plan with respect to directors and Officers (within the meaning of
Section 16(a) under the Securities Exchange Act of 1934, as amended) to satisfy
the conditions of Rule 16b-3 or its successors. To the extent that any
provision of the Plan would cause a conflict with such conditions or would
cause administration of the Plan as provided for in Section 3 hereof to fail to
satisfy the conditions of Rule 16b-3, such provision shall be deemed null and
void to the extent permitted by applicable law. This Section shall not be
applicable if no class of the Company’s equity securities is then registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.


(c)
Amendment of the Plan. The Board of Directors of the Company
may amend the Plan from time to time in such manner as it may deem advisable,
however, the Board of Directors may not change the class of individuals
eligible to receive an ISO or increase the maximum number of shares as to which
Options may be granted without obtaining approval, within twelve (12) months
before or after such action, by vote of a majority of the votes cast at a duly
called meeting of the stockholders at which a quorum representing a majority of
all outstanding voting stock of the Company is present and voting on the
matter, in person or by proxy. In addition, the provisions of Section 9 that
determine: (i) which directors shall be granted Options pursuant to Section 9;
(ii) the number of Shares subject to Options granted pursuant to Section 9;
(iii) the exercise price applicable to Options granted pursuant to Section 9;
and (iv) the timing of grants of Options pursuant to Section 9 shall not be
amended more than once every six (6) months, other than to comport with changes
in the Code or the Employee Retirement Security Act of 1974, as amended.
Notwithstanding the foregoing, no amendment to the Plan shall adversely affect
any outstanding Option without the consent of the Optionee.


 


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AMENDMENT NO. 1

TO THE

2001 STOCK OPTION PLAN

OF

MxENERGY INC.


 


WHEREAS, the
Board of Directors of MxEnergy Inc. (the Company”) adopted resolutions
to recommend, and did recommend to the stockholders of the Company, that the
Company’s 2001 Option Plan (the “Plan”) be amended to modify Section
4(b) of the Plan; and


 


WHEREAS, a
majority of the votes cast of the stockholders of the Company voted
affirmatively to amend Section 4(b) of the Plan.


 


NOW THEREFORE, BE IT RESOLVED,
that Section 4(b) of the Plan is hereby amended and restated in its entirety as
follows:


 


“(b)  Adjustments Upon Changes in Capitalization.  The Committee shall equitably adjust the
number of Shares covered by each outstanding Option, and the number of Shares
that have been authorized for issuance under the Plan but as to which no
Options have yet been granted or that have been returned to the Plan upon
cancellation, forfeiture, or expiration of an Option, as well as the price per
Share covered by each such outstanding Option, to reflect any increase or
decrease in the number of issued Shares resulting from a stock-split, reverse
stock-split, stock dividend, combination, recapitalization or reclassification
(including by merger) of the Shares, or any other increase or decrease in the
number of issued Shares effected without receipt of consideration by the
Company.  In the event of any such
transaction or event, the Committee may provide in substitution for any or all
outstanding Options under the Plan such alternative consideration (including
securities of any surviving entity) as it may in good faith determine to be
equitable under the circumstances and may require in connection therewith the
surrender of all Options so replaced.  In
any case, such substitution of securities shall not require the consent of any
person who is granted Options pursuant to the Plan.  Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be required to be made with respect to, the number or
price of Shares subject to any Option.”


 


Except as provided herein, the Plan shall remain in full, force and
effect without any additional modification.