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Exhibit 10.2

DOUBLECLICK INC.
1999 EMPLOYEE STOCK PURCHASE PLAN

(As Amended and Restated Effective as of April 16, 2003)

I.     PURPOSE OF THE PLAN

This Employee Stock Purchase Plan is intended to promote the interests of
DoubleClick Inc., a Delaware corporation, by providing eligible employees with
the opportunity to acquire a proprietary interest in the Corporation through
participation in a payroll-deduction based employee stock purchase plan
designed to qualify under Section 423 of the Code.

Capitalized terms herein shall have the meanings assigned to such terms in
the attached Appendix.

II.     ADMINISTRATION OF THE PLAN

The Plan Administrator shall have full authority to interpret and construe
any provision of the Plan and to adopt such rules and regulations for
administering the Plan as it may deem necessary in order to comply with the
requirements of Code Section 423. Decisions of the Plan Administrator shall be
final and binding on all parties having an interest in the Plan.

III. STOCK SUBJECT TO PLAN

A. The stock purchasable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock, including shares of Common Stock purchased
on the open market. The number of shares of Common Stock initially reserved
for issuance over the term of the Plan shall initially be limited to 1,000,0001
shares.

B. The number of shares of Common Stock available for issuance under the
Plan shall automatically increase on the first trading day of January each
calendar year during the term of the Plan by an amount equal to (i) one percent (1%) of the total number of shares of
Common Stock outstanding on the last trading day in December of the immediately
preceding calendar year or (ii) effective April 16, 2003, such lesser amount as may be determined by the
Board, but in no event shall any such annual increase exceed 900,000 shares.

C. Should any change be made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class
without the Corporations receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and class of



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1 All numbers within this document reflect the two(2)-for-one(1) stock split
which occurred on January 10, 2000.





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securities issuable under the Plan, (ii) the maximum number and class of
securities purchasable per Participant on any one Purchase Date, (iii) the
maximum number and class of securities purchasable by all Participants in the
aggregate on any one Purchase Date, (iv) the maximum number and/or class of
securities by which the share reserve is to increase automatically each
calendar year pursuant to the provisions of Section III.B, and (v) the number
and class of securities and the price per share in effect under each
outstanding purchase right in order to prevent the dilution or enlargement of
benefits thereunder.

IV.     OFFERING PERIODS

A. Shares of Common Stock shall be offered for purchase under the Plan
through a series of successive offering periods until such time as (i) the
maximum number of shares of Common Stock available for issuance under the Plan
shall have been purchased or (ii) the Plan shall have been sooner terminated.

B. Each offering period shall be of such duration not to exceed
twenty-four (24) months as determined by the Plan Administrator prior to the
start date of such offering period. The initial offering period shall commence
on the Effective Date and terminate as designated by the Plan Administrator.

C. Each offering period shall be comprised of a series of one or more
successive Purchase Periods. The length of each Purchase Period during an
offering period shall be determined by the Plan Administrator prior to the
commencement of that offering period. The first Purchase Period shall commence
on the Effective Date.

D. Should the Fair Market Value per share of Common Stock on any Purchase
Date within an offering period be less than the Fair Market Value per share of
Common Stock on the start date of that offering period, then that offering
period shall automatically terminate immediately after the purchase of shares
of Common Stock on such Purchase Date, and a new offering period shall commence
on the next business day following such Purchase Date. The duration of the new
offering period shall be established by the Plan Administrator (not to exceed
twenty (24) months) within five (5) business days following the start date of
that offering period.

V.     ELIGIBILITY

A. Each individual who is an Eligible Employee on the start date of any
offering period under the Plan may enter that offering period on such start
date or on any subsequent Entry Date within that offering period, provided he
or she remains an Eligible Employee.

B. Each individual who first becomes an Eligible Employee after the start
date of an offering period may enter that offering period on any subsequent
Entry Date within that offering period on which he or she is an Eligible
Employee.

C. The date an individual enters an offering period shall be designated
his or her Entry Date for purposes of that offering period.

2.



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D. To participate in the Plan for a particular offering period, the
Eligible Employee must complete the enrollment forms prescribed by the Plan
Administrator (including a stock purchase agreement and a payroll deduction
authorization) and file such forms with the Plan Administrator (or its
designate) on or before his or her scheduled Entry Date.

VI.     PAYROLL DEDUCTIONS

A. The payroll deduction authorized by the Participant for purposes of
acquiring shares of Common Stock during an offering period may be any multiple
of one percent (1%) of the Cash Compensation paid to the Participant during
each Purchase Period within that offering period. The maximum amount of
payroll deduction authorized for purchases during any calendar year under the
Purchase Plan and any other employee stock purchase plan maintained by the
Corporation or any Corporate Affiliate (including the NetGravity, Inc. 1998
Employee Stock Purchase Plan assumed by the Corporation) may not to exceed ten
percent (10%) of the Participants Cash Compensation for each year. The Plan
Administrator shall have the discretionary authority, exercisable prior to the
start of any offering period to provide that the payroll deductions shall be
based on the Base Salary paid to the Participant and to designate the maximum
payroll deduction in effect (not to exceed ten percent (10%)) for that offering
period.

B. The deduction rate authorized by the Participant shall continue in
effect throughout the offering period, except to the extent such rate is
changed in accordance with the following guidelines:



| |                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) The Participant may, at any time during the offering
period, reduce his or her rate of payroll deduction to become
effective as soon as possible after filing the appropriate form
with the Plan Administrator. The Participant may not, however,
effect more than one (1) such reduction per Purchase Period.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) The Participant may, prior to the commencement of any
new Purchase Period within the offering period, increase the rate
of his or her payroll deduction by filing the appropriate form
with the Plan Administrator. The new rate (which may not exceed
the ten percent (10%) maximum (or such other maximum designated by
the Plan Administrator) shall become effective on the start date
of the first Purchase Period following the filing of such form.

B. Payroll deductions shall begin on the first pay day administratively
feasible following the Participants Entry Date into the offering period and
shall (unless sooner terminated by the Participant) continue through the pay
day ending with or immediately prior to the last day of that offering period.
The amounts so collected shall be credited to the Participants book account
under the Plan, but no interest shall be paid on the balance from time to time
outstanding in such account. The amounts collected from the Participant shall
not be required to be held in any segregated account or trust fund and may be
commingled with the general assets of the Corporation and used for general
corporate purposes.

C. Payroll deductions shall automatically cease upon the termination of
the Participants purchase right in accordance with the provisions of the Plan.

3.



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D. The Participants acquisition of Common Stock under the Plan on any
Purchase Date shall neither limit nor require the Participants acquisition of
Common Stock on any subsequent Purchase Date, whether within the same or a
different offering period.

VII. PURCHASE RIGHTS

A. Grant of Purchase Right.A Participant shall be granted a separate
purchase right for each offering period in which he or she participates. The
purchase right shall be granted on the Participants Entry Date into the
offering period and shall provide the Participant with the right to purchase
shares of Common Stock, in a series of successive installments over the
remainder of such offering period, upon the terms set forth below. The
Participant shall execute a stock purchase agreement embodying such terms and
such other provisions (not inconsistent with the Plan) as the Plan
Administrator may deem advisable.

Under no circumstances shall purchase rights be granted under the Plan to
any Eligible Employee if such individual would, immediately after the grant,
own (within the meaning of Code Section 424(d)) or hold outstanding options or
other rights to purchase, stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Corporation
or any Corporate Affiliate.

B. Exercise of the Purchase Right.Each purchase right shall be
automatically exercised in installments on each successive Purchase Date within
the offering period, and shares of Common Stock shall accordingly be purchased
on behalf of each Participant on each such Purchase Date. The purchase shall
be effected by applying the Participants payroll deductions for the Purchase
Period ending on such Purchase Date to the purchase of whole shares of Common
Stock at the purchase price in effect for the Participant for that Purchase
Date.

C. Purchase Price.The purchase price per share at which Common Stock
will be purchased on the Participants behalf on each Purchase Date within the
offering period shall be equal to eighty-five percent (85%) of the lower of (i)
the Fair Market Value per share of Common Stock on the Participants Entry Date
into that offering period or (ii) the Fair Market Value per share of Common
Stock on that Purchase Date.

D. Number of Purchasable Shares.The number of shares of Common Stock
purchasable by a Participant on each Purchase Date during the offering period
shall be the number of whole shares obtained by dividing the amount collected
from the Participant through payroll deductions during the Purchase Period
ending with that Purchase Date by the purchase price in effect for the
Participant for that Purchase Date. However, the maximum number of shares of
Common Stock purchasable per Participant on any one Purchase Date shall not
exceed 500 shares, subject to periodic adjustments in the event of certain
changes in the Corporations capitalization. In addition, the maximum
aggregate number of shares of Common Stock purchasable by all Participants on
any one Purchase Date shall not exceed 250,000 shares, subject to periodic
adjustments in the event of certain changes in the Corporations
capitalization. The Plan Administrator shall have the discretionary authority,
exercisable prior to the start of any offering period under the Plan, to
increase or decrease the limitations to be in

4.



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effect for the number of shares purchasable per Participant and in the
aggregate by all Participants on each Purchase Date during that offering
period.

E. Excess Payroll Deductions.Any payroll deductions not applied to the
purchase of shares of Common Stock on any Purchase Date because they are not
sufficient to purchase a whole share of Common Stock shall be held for the
purchase of Common Stock on the next Purchase Date. However, any payroll
deductions not applied to the purchase of Common Stock by reason of the
limitation on the maximum number of shares purchasable per Participant or in
the aggregate on the Purchase Date shall be promptly refunded.

F. Termination of Purchase Right.The following provisions shall govern
the termination of outstanding purchase rights:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) A Participant may, at any time prior to the next
scheduled Purchase Date in the offering period, terminate his or
her outstanding purchase right by filing the appropriate form with
the Plan Administrator (or its designate), and no further payroll
deductions shall be collected from the Participant with respect to
the terminated purchase right. Any payroll deductions collected
during the Purchase Period in which such termination occurs shall,
at the Participants election, be immediately refunded or held for
the purchase of shares on the next Purchase Date. If no such
election is made at the time such purchase right is terminated,
then the payroll deductions collected with respect to the
terminated right shall be refunded as soon as possible.



| |                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) The termination of such purchase right shall be
irrevocable, and the Participant may not subsequently rejoin the
Purchase Period for which the terminated purchase right was
granted. In order to resume participation in any subsequent
Purchase Period, such individual must re-enroll in the Plan (by
making timely filing of the prescribed enrollment forms) on or
before the start date of the new Purchase Period.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) Should the Participant cease to remain an Eligible
Employee for any reason (including death, disability or change in
status) while his or her purchase right remains outstanding, then
that purchase right shall immediately terminate, and all of the
Participants payroll deductions for the Purchase Period in which
the purchase right so terminates shall be immediately refunded.
However, should the Participant cease to remain in active service
by reason of an approved unpaid leave of absence, then the
Participant shall have the right, exercisable up until the last
business day of the Purchase Period in which such leave commences,
to (a) withdraw all the payroll deductions collected to date on
his or her behalf for that Purchase Period or (b) have such funds
held for the purchase of shares on his or her behalf on the next
scheduled Purchase Date. In no event, however, shall any further
payroll deductions be collected on the Participants behalf during
such leave. Upon the Participants return to active service (x)
within ninety (90) days following the commencement of such leave
or (y) prior to the expiration of any longer period for which such
Participants right to reemployment with the Corporation is
guaranteed by statute or contract, his or

5.



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | her payroll deductions under the Plan shall automatically resume
at the rate in effect at the time the leave began, unless the
Participant withdraws from the Plan prior to his or her return.
An individual who returns to active employment following a leave
of absence which exceeds in duration the applicable (x) or (y)
time period shall be treated as a new Employee for purposes of
subsequent participation in the Plan and must accordingly
re-enroll in the Plan (by making a timely filing of the prescribed
enrollment forms) on or before his or her scheduled Entry Date
into the offering period.

G. Change in Control.Each outstanding purchase right shall automatically
be exercised, immediately prior to the effective date of any Change in Control,
by applying the payroll deductions of each Participant for the Purchase Period
in which such Change in Control occurs to the purchase of whole shares of
Common Stock at a purchase price per share equal to eighty-five percent (85%)
of the lower of (i) the Fair Market Value per share of Common Stock on the
Participants Entry Date into the offering period in which such Change in
Control occurs or (ii) the Fair Market Value per share of Common Stock
immediately prior to the effective date of such Change in Control. However,
the applicable limitation on the number of shares of Common Stock purchasable
per Participant shall continue to apply to any such purchase, but not the
limitation applicable to the maximum number of shares of Common Stock
purchasable in the aggregate.

The Corporation shall use its best efforts to provide at least ten
(10)-days prior written notice of the occurrence of any Change in Control, and
Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights prior to the effective date of the
Change in Control.

H. Proration of Purchase Rights.Should the total number of shares of
Common Stock to be purchased pursuant to outstanding purchase rights on any
particular date exceed the number of shares then available for issuance under
the Plan, the Plan Administrator shall make a pro-rata allocation of the
available shares on a uniform and nondiscriminatory basis, and the payroll
deductions of each Participant, to the extent in excess of the aggregate
purchase price payable for the Common Stock pro-rated to such individual, shall
be refunded.

I. Assignability.The purchase right shall be exercisable only by the
Participant and shall not be assignable or transferable by the Participant.

J. Stockholder Rights.A Participant shall have no stockholder rights
with respect to the shares subject to his or her outstanding purchase right
until the shares are purchased on the Participants behalf in accordance with
the provisions of the Plan and the Participant has become a holder of record of
the purchased shares.

VIII. ACCRUAL LIMITATIONS

A. No Participant shall be entitled to accrue rights to acquire Common
Stock pursuant to any purchase right outstanding under this Plan if and to the
extent such accrual, when aggregated with (i) rights to purchase Common Stock
accrued under any other purchase right granted under this Plan and (ii) similar
rights accrued under other employee stock purchase plans

6.



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(within the meaning of Code Section 423) of the Corporation or any
Corporate Affiliate, would otherwise permit such Participant to purchase more
than Twenty-Five Thousand Dollars ($25,000.00) worth of stock of the
Corporation or any Corporate Affiliate (determined on the basis of the Fair
Market Value per share on the date or dates such rights are granted) for each
calendar year such rights are at any time outstanding.

B. For purposes of applying such accrual limitations to the purchase
rights granted under the Plan, the following provisions shall be in effect:



| |                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) The right to acquire Common Stock under each outstanding
purchase right shall accrue in a series of installments on each
successive Purchase Date during the offering period on which such
right remains outstanding.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) No right to acquire Common Stock under any outstanding
purchase right shall accrue to the extent the Participant has
already accrued in the same calendar year the right to acquire
Common Stock under one or more other purchase rights at a rate
equal to Twenty-Five Thousand Dollars ($25,000.00) worth of
Common Stock (determined on the basis of the Fair Market Value per
share on the date or dates of grant) for each calendar year such
rights were at any time outstanding.

C. If by reason of such accrual limitations, any purchase right of a
Participant does not accrue for a particular Purchase Period, then the payroll
deductions which the Participant made during that Purchase Period with respect
to such purchase right shall be promptly refunded.

D. In the event there is any conflict between the provisions of this
Article and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Article shall be controlling.

IX.     EFFECTIVE DATE AND TERM OF THE PLAN

A. The Plan was adopted by the Board on November 30, 1999 and shall become
effective at the Effective Time, provided no purchase rights granted under the
Plan shall be exercised, and no shares of Common Stock shall be issued
hereunder, until (i) the Plan shall have been approved by the stockholders of
the Corporation and (ii) the Corporation shall have complied with all
applicable requirements of the 1933 Act (including the registration of the
shares of Common Stock issuable under the Plan on a Form S-8 registration
statement filed with the Securities and Exchange Commission), all applicable
listing requirements of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Common Stock is listed for trading and all other
applicable requirements established by law or regulation. In the event such
stockholder approval is not obtained, or such compliance is not effected,
within twelve (12) months after the date on which the Plan is adopted by the
Board, the Plan shall terminate and have no further force or effect.

7.



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B. Unless sooner terminated by the Board, the Plan shall terminate upon
the earliest of (i) the last business day in January 2010, (ii) the date on
which all shares available for issuance under the Plan shall have been sold
pursuant to purchase rights exercised under the Plan or (iii) the date on which
all purchase rights are exercised in connection with a Corporate Transaction.
No further purchase rights shall be granted or exercised, and no further
payroll deductions shall be collected, under the Plan following such
termination.

X.     AMENDMENT OF THE PLAN

A. The Board may alter, amend, suspend or terminate the Plan at any time
to become effective immediately following the close of any Purchase Period.
However, the Plan may be amended or terminated immediately upon Board action,
if and to the extent necessary to assure that the Corporation will not
recognize, for financial reporting purposes, any compensation expense in
connection with the shares of Common Stock offered for purchase under the Plan,
should the financial accounting rules applicable to the Plan at the Effective
Time be subsequently revised so as to require the recognition of compensation
expense in the absence of such amendment or termination.

B. In no event may the Board effect any of the following amendments or
revisions to the Plan without the approval of the Corporations stockholders:
(i) increase the number of shares of Common Stock issuable under the Plan,
except for permissible adjustments in the event of certain changes in the
Corporations capitalization, (ii) alter the purchase price formula so as to
reduce the purchase price payable for the shares of Common Stock purchasable
under the Plan or (iii) modify the eligibility requirements for participation
in the Plan.

XI.     GENERAL PROVISIONS

A. All costs and expenses incurred in the administration of the Plan shall
be paid by the Corporation; however, each Plan Participant shall bear all costs
and expenses incurred by such individual in the sale or other disposition of
any shares purchased under the Plan.

B. Nothing in the Plan shall confer upon the Participant any right to
continue in the employ of the Corporation or any Corporate Affiliate for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation (or any Corporate Affiliate employing such
person) or of the Participant, which rights are hereby expressly reserved by
each, to terminate such persons employment at any time for any reason, with
or without cause.

C. The provisions of the Plan shall be governed by the laws of the State
of New York without resort to that States conflict-of-laws rules.

8.



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Schedule A

Corporations Participating in
1999 Employee Stock Purchase Plan
As of the Effective Date

DoubleClick Inc.





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APPENDIX

The following definitions shall be in effect under the Plan:

A. Boardshall mean the Corporations Board of Directors.

B. Base Salaryshall mean the regular base salary paid to a Participant by
one or more Participating Companies during such individuals period of
participating in the Plan, plus any pre-tax contributions made by the
Participant to any Code Section 401(k) salary deferral plan or any Code Section
125 cafeteria benefit program now or hereafter established by the Corporation
or any Corporate Affiliate.

C. Cash Earningsshall mean the (i) regular base salary paid to a
Participant by one or more Participating Companies during such individuals
period of participation in one or more offering periods under the Plan plus
(ii) all overtime payments, bonuses, commissions, profit-sharing distributions
and other incentive-type payments received during such period. Such Cash
Earnings shall be calculated before deduction of (A) any income or employment
tax withholdings or (B) any and all contributions made by the Participant to
any Code Section 401(k) salary deferral plan or Code Section 125 cafeteria
benefit program now or hereafter established by the Corporation or any
Corporate Affiliate. However, Cash Earnings shall not include any
contributions made on the Participants behalf by the Corporation or any
Corporate Affiliate to any employee benefit or welfare plan now or hereafter
established (other than Code Section 401(k) or Code Section 125 contributions
deducted from such Cash Earnings).

D. Change in Controlshall mean a change in ownership of the Corporation
pursuant to any of the following transactions:



| |                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) a merger or consolidation in which securities possessing
more than fifty percent (50%) of the total combined voting power
of the Corporations outstanding securities are transferred to a
person or persons different from the persons holding those
securities immediately prior to such transaction, or



| |                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Corporation in complete
liquidation or dissolution of the Corporation, or



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) the acquisition, directly or indirectly by an person or
related group of persons (other than the Corporation or a person
that directly or indirectly controls, is controlled by or is under
common control with the Corporation) of beneficial ownership
(within the meaning of Rule 13d-3 of the 1934 Act) of securities
possessing more than fifty percent (50%) of the total combined
voting power of the Corporations outstanding securities pursuant
to a tender or exchange offer made directly to the Corporations
stockholders.

E. Codeshall mean the Internal Revenue Code of 1986, as amended.

A-1.



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F. Common Stockshall mean the Corporations common stock.

G. Corporate Affiliateshall mean any parent or subsidiary corporation of
the Corporation (as determined in accordance with Code Section 424), whether
now existing or subsequently established.

H. Corporationshall mean DoubleClick Inc., a Delaware corporation, and
any corporate successor to all or substantially all of the assets or voting
stock of DoubleClick Inc., which shall by appropriate action adopt the Plan.

I. Effective Dateshall mean April 1, 2000. Any Corporate Affiliate which
becomes a Participating Corporation after such Effective Date shall designate a
subsequent Effective Date with respect to its employee-Participants.

J. Eligible Employeeshall mean any person who is employed by a
Participating Corporation on a basis under which he or she is regularly
expected to render more than twenty (20) hours of service per week for more
than five (5) months per calendar year for earnings considered wages under Code
Section 3401(a).

K. Entry Dateshall mean the date an Eligible Employee first commences
participation in the offering period in effect under the Plan. The earliest
Entry Date under the Plan shall be the Effective Date.

L. Fair Market Valueper share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)     If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing
selling price per share of Common Stock on the date in question,
as such price is reported by the National Association of
Securities Dealers on the Nasdaq National Market. If there is no
closing selling price for the Common Stock on the date in
question, then the Fair Market Value shall be the closing selling
price on the last preceding date for which such quotation exists.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)     If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question on the
Stock Exchange determined by the Plan Administrator to be the
primary market for the Common Stock, as such price is officially
quoted in the composite tape of transactions on such exchange. If
there is no closing selling price for the Common Stock on the date
in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation
exists.

M. 1933 Actshall mean the Securities Act of 1933, as amended.

N. Participantshall mean any Eligible Employee of a Participating
Corporation who is actively participating in the Plan.

A-2.



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O. Participating Corporationshall mean the Corporation and such Corporate
Affiliate or Affiliates as may be authorized from time to time by the Board to
extend the benefits of the Plan to their Eligible Employees. The Participating
Corporations in the Plan are listed in attached Schedule A.

P. Planshall mean the Corporations 1999 Employee Stock Purchase Plan, as
set forth in this document.

Q. Plan Administratorshall mean the committee of two (2) or more Board
members appointed by the Board to administer the Plan.

R. Purchase Dateshall mean the last business day of each Purchase Period.

S. Purchase Periodshall mean each successive period within the offering
period at the end of which there shall be purchased shares of Common Stock on
behalf of each Participant.

T. Stock Exchangeshall mean either the American Stock Exchange or the New
York Stock Exchange.

A-3.