exv10w8w2



 








Exhibit 10.8.2




	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	o
	 	Optionee’s Copy
	

	 	o
	 	Company’s Copy






COSTAR GROUP, INC.

1998 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT




To [Francis A. Carchedi/David M. Schaffel]:




          CoStar Group, Inc. (the “Company”) has granted you an option (the “Option”) under the CoStar
Group, Inc. 1998 Stock Incentive Plan (the “Plan”) to purchase                                          (                    ) shares
(the “Shares”) of common stock of the Company (the “Common Stock”), at                      Dollars
($___.___) per share (the “Exercise Price”). The Date of Grant is                                          (the “Date of
Grant”).




          This Option is subject in all respects to the applicable provisions of the Plan, a copy of the
current form of which is attached, except as otherwise noted. By signing this agreement (the
“Agreement”), you acknowledge receiving the Plan. This Agreement incorporates the Plan by
reference and specifies other applicable terms and conditions. All terms not defined by this
Agreement have the meanings given in the Plan. The Compensation Committee of the Company’s Board
of Directors (or other administrator of the Plan, the “Administrator”) may adjust the number of
Shares and the Exercise Price from time to time under the Plan.




          The Option is intended to be an incentive stock option within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the “Code”), and a nonqualified stock option with
respect to the following number of shares for which the Option first becomes exercisable:




	 	 	 	 	 
	Year	 	Incentive Stock Option Shares	 	Nonqualified Stock Option Shares
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Total
	 	 	 	 






 









 






          In addition to the terms, conditions, and restrictions set forth in the Plan, the following
terms, conditions, and restrictions apply to the Option:




(1) The schedule for exercising the Option is as follows, subject to Section (3) below on
expiration:





	 	a.  	You may exercise the Option on the following schedule: [vesting schedule set forth below]
	 
	 	b.  	The Option will become immediately exercisable in full upon:






	 	i.  	the occurrence of a Change in Control as defined in the Plan;
	 
	 	ii.  	the termination of your Employment Agreement entered into as of
January 1, 1998 (the “Employment Agreement”) under Section 9 thereof in the
event of your death or prolonged disability.






	 	c.  	The Option will become exercisable upon the termination by the Company without
cause of your Employment Agreement pursuant to Section 7(a) thereof to the extent that
it otherwise would have become exercisable within 12 months of the date of the
termination of your employment.
	 
	 	d.  	The Option will become exercisable upon the occurrence of an event that you
elect in accordance with the terms of Section 8 of your Employment Agreement to treat
as a termination without cause to the extent that it otherwise would have become
exercisable within 12 months of the occurrence of such event.
	 
	 	e.  	The Administrator may, in its sole discretion, accelerate the time at which you
may exercise part or all of the Option.





(2) Subject to this Agreement and the Plan, you may exercise the Option only by written notice to
the Company on or before the date the Option expires. Each such notice must:





	 	a.  	state the election to exercise the Option, the number of Incentive Stock Option
Shares with respect to which you are exercising the Option, and the number of
Nonqualified Stock Option Shares with respect to which you are exercising the Option;
	 
	 	b.  	be signed by you or, if you have died or become disabled, by the party entitled to
exercise the Option;
	 
	 	c.  	contain such representations as the Company reasonably requires; and
	 
	 	d.  	be accompanied by a cashier’s or certified check in the amount of the Exercise
Price payable to the order of the Company, or, to the extent the Plan and the
Administrator permit, by Common Stock of the Company with a Fair Market Value equal to all or part of the Exercise Price (with any balance paid by cash or




 









 






	 	   	check), for the Shares with respect to which the Option is being exercised;
provided, however, that you may not surrender (turn in) Common Stock
of the Company as payment unless you have held such stock for more than six months
before the surrender. Alternatively, your notice may direct the Company to send the
share certificates to be issued under this Option to a licensed broker acceptable to
the Company as your agent in exchange for the broker’s tendering to the Company cash
(or acceptable cash equivalents) equal to the Exercise Price for the Shares with
respect to which the Option is being exercised, as part of a cashless exercise.





          For all purposes of the Plan, the date of exercise will be the date on which you have
delivered the notice and any required payment to the Company.




(3) The Option will expire no later than the close of business on                                          (ten years
from the Date of Grant).




          Unless the Administrator determines otherwise at any time, you will forfeit any unexercised
portions of the Option (whether or not then exercisable) upon the first to occur of:





	 	(i)  	the Option’s expiration under the preceding sentence,
	 
	 	(ii)  	the 90th day after your resignation (for other than Disability),
	 
	 	(iii)  	the 90th day after the Company terminates your employment (for other than
Disability),
	 
	 	(iv)  	in the event of the termination of your employment for Disability (as
determined by the Administrator), the earlier of (I) the first anniversary of your
termination of employment and (II) 30 days after you cease to have a Disability,
	 
	 	(v)  	the first anniversary of your date of death, and
	 
	 	(vi)  	after the termination of your employment, the date you violate any covenant not
to compete in effect between you and the Company.





(4) The Company may postpone issuing and delivering any Shares for so long as the Company
determines to be necessary or advisable to satisfy the following:





	 	a.  	completing or amending any registration or qualification of the Shares or
satisfying any exemption from registration under any Federal or state law, rule, or
regulation;
	 
	 	b.  	complying with any requests for representations under the Plan;




 









 






	 	c.  	receiving proof satisfactory to the Company that a person seeking to exercise
the Option after your death or disability is authorized and entitled to exercise the
Option; and
	 
	 	d.  	satisfying any federal, state, or local tax withholding obligations.





(5) If, at the time the Company should issue you Shares because of your exercise of the Option, no
current registration statement under the Securities Act of 1933 (the “Act”) covers such issuance,
you must, before the Company will issue such Shares to you:





	 	a.  	represent to the Company, in form satisfactory to the Company’s counsel, that
you are acquiring the Shares for your own account and not with a view to reselling or
distributing the Shares; and
	 
	 	b.  	agree that you may not sell, transfer, or otherwise dispose of the Shares
issued to you under the Option unless:






	 	i.  	a registration statement under the Act is effective at the time
of disposition with respect to the Shares sold, transferred, or otherwise
disposed of; or
	 
	 	ii.  	the Company has received an opinion of counsel or other
information and representations satisfactory to it to the effect that
registration under the Act is not required by reason of Rule 144 under the Act
or otherwise.





(6) To the extent the Plan provides, if you are then an employee or director and the Company (i)
dissolves or liquidates or sells substantially all of its assets to another corporation, (ii)
merges, consolidates, or reorganizes in a manner in which the Company is not the surviving
corporation, or (iii) takes part in any other Substantial Corporate Change (as defined in the
Plan), then, at the sole discretion of the Board and to the extent the law permits, the Option
will:





	 	(I)  	be or become exercisable in full before such event and then terminate or
	 
	 	(II)  	continue in full force and effect and, if applicable, the surviving corporation
or an affiliate of the surviving corporation will be required to assume the Option
and/or substitute a similar option or award in place of the Option.





Subject to the preceding paragraph, if any change is made in the Common Stock, without the
Company’s receiving consideration (through merger, consolidation, reorganization, recapitalization,
reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate structure, or other
transaction not involving the Company’s receipt of consideration), the Board will adjust the Option
as to the class(es) and number of shares and price per share of securities subject to the Option,
with the Board’s adjustments being final, binding, and conclusive. The conversion of any convertible securities of the Company will not be treated as a “transaction not involving the
Company’s receipt of consideration.”




 









 








(7) You may not exercise the Option if issuing the Shares would violate any applicable federal or
state securities laws or other laws or regulations.




(8) Nothing in this Agreement restricts the right of the Company or any of its affiliates to
terminate your employment at any time, with or without cause. The termination of employment,
whether by the Company or any of its affiliates or otherwise, and regardless of the reason
therefor, has the consequences provided for under the Plan and any applicable employment or
severance agreement.




(9) You understand and agree that you will not be deemed for any purpose to be a stockholder of the
Company with respect to any of the Shares unless and until they have been issued to you after your
exercise of this Option and payment for the Shares.




(10) At the time of exercise, the Company will round down any fractional Shares but will not make
any cash or other payments in settlement of fractional shares eliminated by rounding. If you have
not then exercised the Option in full, the Company will carry forward the fractional Shares rather
than eliminating them.




(11) You understand and agree that the existence of this Option will not affect in any way
the right or power of the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations, or other changes in the Company’s capital structure or its
business or any merger or consolidation of the Company, or any issuance of bonds, debentures,
preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale
or transfer of all or any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.




(12) The laws of the State of Delaware will govern all matters relating to this Agreement, without
regard to the principles of conflict of laws.




(13) Any notice you give to the Company (including notice of exercise of all or part of the Option)
must be in writing and either hand-delivered or mailed to the Corporate Secretary of the Company
(or to the Chief Financial Officer if either you would receive the notice or the position is
vacant). If mailed, it should be sent by certified mail and be addressed to the foregoing
executive at the Company’s then corporate headquarters. Any notice given to you will be addressed
to you at your address as reflected on the personnel records of the Company. You and the Company
may change the address for notice by like notice to the other. Notice will be deemed to have been
duly delivered when hand-delivered, or, if mailed, on the day such notice is postmarked.




(14) Wherever a conflict may arise between the terms of this Agreement and the terms of the Plan,
the terms of the Plan will control.




 









 








	 	 	 	 	 	 	 
	

	 	COSTAR GROUP, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	Title:	 	 
	

	 	 	 	 	 	 






ACKNOWLEDGMENT




          I acknowledge receipt of a copy of the attached Plan. I represent that I have read and am
familiar with the Plan’s terms. I accept the Option subject to all of the terms and provisions of
this Agreement and of the Plan under which it is granted, as the Plan may be amended in accordance
with its terms. I agree to accept as binding, conclusive, and final all decisions or
interpretations of the Administrator concerning any questions arising under the Plan with respect
to the Option.




	 	 	 	 	 
	 
	 	 	 	 
	

	 	

	 	 
	

	 	Signature of Optionee	 	 
	 
	 	 	 	 





          No one may sell, transfer, or distribute this Option or the securities that may be
purchased upon exercise of this Option without an effective registration statement relating thereto
or a satisfactory opinion of counsel satisfactory to the Company or other information and
representations satisfactory to the Company that such registration is not required.