exv10w1



 






Exhibit 10.1









Costar Group, Inc.

1998 Stock Incentive Plan

(As Last Amended On September 8, 2005)




I. Purpose




     CoStar Group, Inc., a Delaware corporation “CoStar” or the “Company”), wishes to recruit,
reward, and retain employees and outside directors. To further these objectives, the Company
hereby sets forth the CoStar Group, Inc. 1998 Stock Incentive Plan (the “Plan”) to provide options
(“Options”) or direct grants (“Stock Grants” and, together with the Options, “Awards”) to employees
and outside directors with respect to shares of the Company’s common stock (the “Common Stock”).
The Plan is effective as of the effective date (the “Effective Date”) of the Company’s registration
under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) with respect to its
initial public offering (“IPO”).



II. Participants




     All Employees of CoStar and any Eligible Subsidiaries are eligible for Options and Stock
Grants under this Plan, as are the directors of CoStar and the Eligible Subsidiaries who are not
employees (“Eligible Directors”). Eligible employees and directors become “optionees” when the
Administrator grants them an option under this Plan or “recipients” when they receive a direct
grant of Common Stock. (Optionees and recipients are referred to collectively as “participants.”
The term participant also includes, where appropriate, a person authorized to exercise an Award in
place of the original optionee.) The Administrator may also grant Options or make Stock Grants to
certain other service providers.



     Employee means any person employed as a common law employee of the Company or an Eligible
Subsidiary.



III. Administrator




     The Administrator will be the Compensation Committee of the Board of Directors of CoStar (the
“Compensation Committee”), unless the Board specifies another committee. The Board may also act
under the Plan as though it were the Compensation Committee.



     The Administrator is responsible for the general operation and administration of the Plan and
for carrying out its provisions and has full discretion in interpreting and administering the
provisions of the Plan. Subject to the express provisions of the Plan, the Administrator may
exercise such powers and authority of the Board as the Administrator may find necessary or
appropriate to carry out its functions. The Administrator may delegate its functions (other than
those described in the Granting of Awards section) to officers or employees of CoStar.



     The Administrator’s powers will include, but not be limited to, the power to amend, waive, or
extend any provision or limitation of any Award. The Administrator may act through meetings of a
majority of its members or by unanimous consent.



 









 





IV. Granting of Awards




     Subject to the terms of the Plan, the Administrator will, in its sole discretion, determine:




	 	(a)	 	the participants who receive Awards,
	 
	 	(b)	 	the terms of such Awards,
	 
	 	(c)	 	the schedule for exercisability or nonforfeitability (including any
requirements that the participant or the Company satisfy performance criteria),
	 
	 	(d)	 	the time and conditions for expiration of the Award, and
	 
	 	(e)	 	the form of payment due upon exercise, if any.





     The Administrator’s determinations under the Plan need not be uniform and need not consider
whether possible participants are similarly situated.



     Options granted to employees may be nonqualified stock options (“NQSOs”) or “incentive stock
options” (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended from time to time (the “Code”), or the corresponding provision of any subsequently enacted
tax statute. Options granted to Eligible Directors must be NQSOs. The Administrator will not
grant ISOs unless the stockholders have approved the Plan.



     The Administrator may impose such conditions on or charge such price for the Stock Grants as
it deems appropriate.



     Substitutions. The Administrator may also grant Awards in substitution for options or
other equity interests held by individuals (i) as a result of their employment by or services to
Realty Information Group, L.P. or (ii) who become Employees of the Company or of an Eligible
Subsidiary as a result of the Company’s acquiring or merging with the individual’s employer or
acquiring its assets. If necessary to conform the Awards to the interests for which they are
substitutes, the Administrator may grant substitute Awards under terms and conditions that vary
from those the Plan otherwise requires.



V. Date of Grant




     The Date of Grant will be the date as of which this Plan or the Administrator grants an Award
to a participant, as specified in the Plan or in the Administrator’s minutes.



VI. Exercise Price




     The Exercise Price is the value of the consideration that a participant must provide in
exchange for one share of Common Stock. The Administrator will determine the Exercise Price under
each Award and may set the Exercise Price without regard to the Exercise Price of any other Awards
granted at the same or any other time. The Company may use the consideration it receives from the
participant for general corporate purposes.



     The Exercise Price per share for NQSOs may not be less than 100% of the Fair Market Value of a
share on the Date of Grant. If an Option is intended to be an ISO, the Exercise Price per share
may not be less than 100% of the Fair Market Value (on the Date of Grant) of a share of Common
Stock covered by the Option; provided, however, that if the Administrator decides
to grant an ISO to someone covered by Sections 422(b)(6) and 424(d) (as a
more-than-10%-stock-owner), the Exercise Price of the Option must be at least 110% of the Fair
Market Value (on the Date of Grant).



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     The Administrator may satisfy any state law requirements regarding adequate consideration for
Stock Grants by (i) issuing Common Stock held as treasury stock or (ii) charging the recipients at
least the par value for the shares covered by the Stock Grant. The Administrator may designate
that a recipient may satisfy (ii) either by direct payments or by the Administrator’s withholding
from other payments due to the recipient.



     Fair Market Value. Fair Market Value of a share of Common Stock for purposes
of the Plan will be determined as follows:




     (a) if the Common Stock is traded on a national securities exchange, the closing sale
price on that date;




     (b) if the Common Stock is not traded on any such exchange, the closing sale price as
reported by the National Association of Securities Dealers, Inc. Automated Quotation System
(“Nasdaq”) for such date;




     (c) if no such closing sale price information is available, the average of the closing
bid and asked prices as reported by Nasdaq for such date; or




     (d) if there are no such closing bid and asked prices, the average of the closing bid
and asked prices as reported by any other commercial service for such date.



     For any date that is not a trading day, the Fair Market Value of a share of Common Stock for
such date shall be determined by using the closing sale price or the average of the closing bid and
asked prices, as appropriate, for the immediately preceding trading day.



     The Fair Market Value will be deemed equal to the IPO price for any Options granted as of the
date on which the IPO’s underwriters price the IPO.



VII. Exercisability




     The Administrator will determine the times and conditions for exercise of or purchase under
each Award but may not extend the period for exercise beyond the tenth anniversary of its Date of
Grant (or five years for ISOs granted to 10% owners covered by Code Sections 422(b)(6) and 424(d)).



     Awards will become exercisable at such times and in such manner as the Administrator
determines and the Award Agreement, if any, indicates; provided, however, that the
Administrator may, on such terms and conditions as it determines appropriate, accelerate the time
at which the participant may exercise any portion of an Award or at which restrictions on Stock
Grants lapse. For Stock Grants, “exercise” refers to acceptance of the Award or lapse of
restrictions, as appropriate in context.



     If the Administrator does not specify otherwise, Options will become exercisable and
restrictions on Stock Grants (other than the Director Formula Grants) will lapse as to one-third of
the covered shares on each of the first, second, and third anniversaries of the Date of Grant.



     No portion of an Award that is unexercisable at a participant’s termination of employment will
thereafter become exercisable, unless the Award Agreement provides otherwise, either initially or
by amendment.



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     Change of Control . Upon a Change of Control (as defined below), all
Options held by current Employees and directors will become fully exercisable and all restrictions
on Stock Grants will lapse. A Change of Control for this purpose means the occurrence, after the
Company’s IPO, of any one or more of the following events:




     (a) a person, entity, or group (other than the Company, any Company subsidiary, any
Company benefit plan, or any underwriter temporarily holding securities for an offering of
such securities) acquires ownership of more than 80% of the undiluted total voting power of
the Company’s then-outstanding securities eligible to vote to elect members of the Board
(“Company Voting Securities”);




     (b) consummation of a merger or consolidation of the Company into any other entity —
unless the holders of the Company Voting Securities outstanding immediately before such
consummation, together with any trustee or other fiduciary holding securities under a
Company benefit plan, hold securities that represent immediately after such merger or
consolidation at least 20% of the combined voting power of the then outstanding voting
securities of either the Company or the other surviving entity or its parent; or




     (c) the stockholders of the Company approve (i) a plan of complete liquidation or
dissolution of the Company or (ii) an agreement for the Company’s sale or disposition of all
or substantially all the Company’s assets, and such liquidation, dissolution, sale, or
disposition is consummated.



     Even if other tests are met, a Change of Control has not occurred under any circumstance in
which the Company files for bankruptcy protection or is reorganized following a bankruptcy filing.



     The Adjustment Upon Changes in Capital Stock provisions will also apply if the Change of
Control is a Substantial Corporate Change (as defined in those provisions).



VIII. Limitation on ISOs




     An Option granted to an employee will be an ISO only to the extent that the aggregate Fair
Market Value (determined at the Date of Grant) of the stock with respect to which ISOs are
exercisable for the first time by the optionee during any calendar year (under the Plan and all
other plans of the Company and its subsidiary corporations, within the meaning of Code Section
422(d)), does not exceed $100,000. This limitation will be applied by taking Options into account
in the order in which such Options were granted. If, by design or operation, the Option exceeds
this limit, the excess will be treated as an NQSO.



IX. Method of Exercise




To exercise any exercisable portion of an Award, the participant must:





     (a) Deliver a written notice of exercise to the Secretary of the Company (or to
whomever the Administrator designates), in a form complying with any rules the Administrator
may issue, signed by the participant, and specifying the number of shares of Common Stock
underlying the portion of the Award the participant is exercising;



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     (b) Pay the full Exercise Price, if any, by cashier’s or certified check for the shares
of Common Stock with respect to which the Award is being exercised, unless the Administrator
consents to another form of payment (which could include the use of Common Stock); and




     (c) Deliver to the Administrator such representations and documents as the
Administrator, in its sole discretion, may consider necessary or advisable.



     Payment in full of the Exercise Price need not accompany the written notice of exercise
provided the notice directs that the stock certificates for the shares issued upon the exercise be
delivered to a licensed broker acceptable to the Company as the agent for the individual exercising
the option and at the time of closing of the sale of the Common Stock issued upon exercise of the
Option, the broker will tender to the Company cash or cash equivalents acceptable to the Company
and equal to the Exercise Price.



     If the Administrator agrees to payment through the tender to the Company of shares of Common
Stock, the individual must have held the stock being tendered for at least six months at the time
of surrender. Shares of stock offered as payment will be valued, for purposes of determining the
extent to which the participant has paid the Exercise Price, at their Fair Market Value on the date
of exercise. The Administrator may also, in its discretion, accept attestation of ownership of
Common Stock and issue a net number of shares upon Option exercise.



X. Award Expiration




     No one may exercise an Award more than ten years after its Date of Grant (or five years, for
an ISO granted to a more-than-10% shareholder). Unless the Award Agreement provides otherwise,
either initially or by amendment, no one may exercise an Award after the first to occur of:



     Employment Termination. The 90th day after the date of termination of employment
(other than for death or Disability), where termination of employment means the time when the
employer-employee or other service-providing relationship between the employee and the Company ends
for any reason, including retirement. Unless the Award Agreement provides otherwise, termination
of employment does not include instances in which the Company immediately rehires a common law
employee as an independent contractor. The Administrator, in its sole discretion, will determine
all questions of whether particular terminations or leaves of absence are terminations of
employment;



     Disability. For disability, the earlier of (i) the first anniversary of the
participant’s termination of employment for disability and (ii) thirty (30) days after the
participant no longer has a disability, where “disability” means the inability to engage in any
substantial gainful activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or that has lasted or can be expected to last for a
continuous period of not less than twelve months; or



     Death. The date twelve months after the participant’s death.



     If exercise is permitted after termination of employment, the Award will nevertheless expire
as of the date that the former service provider violates any covenant not to compete in effect
between the Company and the former employee. In addition, an optionee who exercises an Option more
than 90 days after termination of employment with the Company and/or the Eligible Subsidiaries will
only receive ISO treatment to the extent permitted by law, and becoming or remaining an employee of
another related company (that is not an Eligible Subsidiary) or an independent contractor to the
Company will not prevent loss of ISO status as a result of the formal termination of employment.



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     Nothing in this Plan extends the term of an Award beyond the tenth anniversary of its Date of
Grant, nor does anything in this Award Expiration section make an Award exercisable that has not
otherwise become exercisable.



XI. Award Agreement




     Option Agreements will set forth the terms of each Option and will include such terms and
conditions, consistent with the Plan, as the Administrator may determine are necessary or
advisable. To the extent the agreement is inconsistent with the Plan, the Plan will govern. The
Option Agreements may contain special rules. The Administrator may, but is not required to, issue
agreements for Stock Grants.



XII. Stock Subject to Plan




     Except as adjusted below under Corporate Changes, the aggregate number of shares of Common
Stock that may be issued under the Awards (whether ISOs, NQSOs, or Stock Grants) may not exceed
3,750,000 shares and the maximum number of shares that may be granted under Awards for a single
individual in a calendar year may not exceed 400,000 shares. (The individual maximum applies only
to Awards first made under this Plan and not to Awards made in substitution of a prior employer’s
options or other incentives, except as Code Section 162(m) otherwise requires.) The Common Stock
will come from either authorized but unissued shares or from previously issued shares that the
Company reacquires, including shares it purchases on the open market. If any Award expires, is
canceled, or terminates for any other reason, the shares of Common Stock available under that Award
will again be available for the granting of new Awards (but will be counted against that calendar
year’s limit for a given individual).



     No adjustment will be made for a dividend or other right for which the record date precedes
the date of exercise.



     The participant will have no rights of a stockholder with respect to the shares of stock
subject to an Award except to the extent that the Company has issued certificates for, or otherwise
confirmed ownership of, such shares upon the exercise of the Award.



     The Company will not issue fractional shares pursuant to the exercise of an Award, but the
Administrator may, in its discretion, direct the Company to make a cash payment in lieu of
fractional shares.



XIII. Person Who May Exercise




     During the participant’s lifetime, only the participant or his duly appointed guardian or
personal representative may exercise the Awards. After his death, his personal representative or
any other person authorized under a will or under the laws of descent and distribution may exercise
any then exercisable portion of an Award. If someone other than the original recipient seeks to
exercise any portion of an Award, the Administrator may request such proof as it may consider
necessary or appropriate of the person’s right to exercise the Award.



XIV. Adjustments upon Changes in Capital Stock




     Subject to any required action by the Company (which it shall promptly take) or its
stockholders, and subject to the provisions of applicable corporate law, if, after the Date of
Grant of an Award:



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     (a) the outstanding shares of Common Stock increase or decrease or change into or are
exchanged for a different number or kind of security by reason of any recapitalization,
reclassification, stock split, reverse stock split, combination of shares, exchange of shares, stock dividend, or other distribution payable in capital stock, or




     (b) some other increase or decrease in such Common Stock occurs without the Company’s
receiving consideration,



     the Administrator may make a proportionate and appropriate adjustment in the number of shares
of Common Stock underlying each Award, so that the proportionate interest of the participant
immediately following such event will, to the extent practicable, be the same as immediately before
such event. (This adjustment does not apply to Common Stock that the optionee has already
purchased nor to Stock Grants that are already nonforfeitable, except to the extent of similar
treatment for all stockholders.) Unless the Administrator determines another method would be
appropriate, any such adjustment to an Award will not change the total price with respect to shares
of Common Stock underlying the unexercised portion of the Award but will include a corresponding
proportionate adjustment in the Award’s Exercise Price.



     The Administrator will make a commensurate change to the maximum number and kind of shares
provided in the Stock Subject to Plan section.



     Any issue by the Company of any class of preferred stock, or securities convertible into
shares of common or preferred stock of any class, will not affect, and no adjustment by reason
thereof will be made with respect to, the number of shares of Common Stock subject to any Award or
the Exercise Price except as this Adjustments section specifically provides. The grant of an Award
under the Plan will not affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business structure, or to merge or
to consolidate, or to dissolve, liquidate, sell, or transfer all or any part of its business or
assets.



     Substantial Corporate Change. Upon a Substantial Corporate Change, the Plan and any
unexercised Awards will terminate unless provision is made in writing in connection with such
transaction for:




     (a) the assumption or continuation of outstanding Awards, or




     (b) the substitution for such options or grants of any options or grants covering the
stock or securities of a successor employer corporation, or a parent or subsidiary of such
successor, with appropriate adjustments as to the number and kind of shares of stock and
prices, in which event the Awards will continue in the manner and under the terms so
provided.



     Unless the Board determines otherwise, if an Award would otherwise terminate pursuant to the
preceding sentence, participants who are then Employees or directors of the Company will have the
right, at such time before the consummation of the transaction causing such termination as the
Board reasonably designates, to exercise any unexercised portions of the Award, whether or not they
had previously become exercisable. However, unless the Board determines otherwise, the
acceleration will not occur if it would render unavailable “pooling of interest” accounting for any
reorganization, merger, or consolidation of the Company.



     A Substantial Corporate Change means the:




     (a) dissolution or liquidation of the Company,



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     (b) merger, consolidation, or reorganization of the Company with one or more
corporations in which the Company is not the surviving corporation,




     (c) the sale of substantially all of the assets of the Company to another
corporation, or




     (d) any transaction (including a merger or reorganization in which the
Company survives) approved by the Board that results in any person or entity (other than any
affiliate of the Company as defined in Rule 144(a)(1) under the Securities Act) owning 100%
of the combined voting power of all classes of stock of the Company.



XV. Subsidiary Employees




     Employees of Company Subsidiaries will be entitled to participate in the Plan, except as
otherwise designated by the Board of Directors or the Committee.



     Eligible Subsidiary means each of the Company’s Subsidiaries, except as the Board otherwise
specifies. For ISO grants, Subsidiary means any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company if, at the time an ISO is granted to a Participant
under the Plan, each of the corporations (other than the last corporation in the unbroken chain)
owns stock possessing 50% or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain. For NQSOs, the Board or the Committee can use a different
definition of Subsidiary in its discretion.



XVI. Legal Compliance




     The Company will not issue any shares of Common Stock under an Award until all applicable
requirements imposed by Federal and state securities and other laws, rules, and regulations, and by
any applicable regulatory agencies or stock exchanges, have been fully met. To that end, the
Company may require the participant to take any reasonable action to comply with such requirements
before issuing such shares. No provision in the Plan or action taken under it authorizes any
action that is otherwise prohibited by Federal or state laws.



     The Plan is intended to conform to the extent necessary with all provisions of the Securities
Act of 1933 (“Securities Act”) and the Exchange Act and all regulations and rules the Securities
and Exchange Commission issues under those laws. Notwithstanding anything in the Plan to the
contrary, the Administrator must administer the Plan, and Awards may be granted and exercised, only
in a way that conforms to such laws, rules, and regulations. To the extent permitted by applicable
law, the Plan and any Awards will be deemed amended to the extent necessary to conform to such
laws, rules, and regulations.



XVII. Purchase for Investment and Other Restrictions




     Unless a registration statement under the Securities Act covers the shares of Common Stock a
participant receives upon exercise of his Award, the Administrator may require, at the time of such
exercise or receipt of a grant, that the participant agree in writing to acquire such shares for
investment and not for public resale or distribution, unless and until the shares subject to the
Award are registered under the Securities Act. Unless the shares are registered under the
Securities Act, the participant must acknowledge:




     (a) that the shares purchased on exercise of the Award are not so
registered, and



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     (b) that the participant may not sell or otherwise transfer the shares
unless:




	 	(1)	 	the shares have been registered under the Securities Act in
connection with the sale or transfer thereof, or
	 
	 	(2)	 	counsel satisfactory to the Company has issued an opinion
satisfactory to the Company that the sale or other transfer of such shares is exempt from registration under the Securities Act, and
	 
	 	(3)	 	such sale or transfer complies with all other applicable laws,
rules, and regulations, including all applicable Federal and state
securities laws, rules, and regulations.





     Additionally, the Common Stock, when issued upon the exercise of an Award, will be subject to
any other transfer restrictions, rights of first refusal, and rights of repurchase set forth in or
incorporated by reference into other applicable documents, including the Company’s articles or
certificate of incorporation, by-laws, or generally applicable stockholders’ agreements.



     The Administrator may, in its sole discretion, take whatever additional actions it deems
appropriate to comply with such restrictions and applicable laws, including placing legends on
certificates and issuing stop-transfer orders to transfer agents and registrars.



XVIII. Tax Withholding




     The participant must satisfy all applicable Federal, state, and local income and employment
tax withholding requirements before the Company will deliver stock certificates upon the exercise
of an Award. The Company may decide to satisfy the withholding obligations through additional
withholding on salary or wages. If the Company does not or cannot withhold from other
compensation, the participant must pay the Company, with a cashier’s check or certified check, the
full amounts required by withholding. Payment of withholding obligations is due before the Company
issues shares with respect to the Award. If the Committee so determines, the participant may
instead satisfy the withholding obligations by directing the Company to retain shares from the
Award exercise, by tendering previously owned shares, or by attesting to his ownership of shares
(with the distribution of net shares).



XIX. Transfers, Assignments and Pledges




     Unless the Administrator otherwise approves in advance in writing, an Award may not
be assigned, pledged, or otherwise transferred in any way, whether by operation of law or otherwise
or through any legal or equitable proceedings (including bankruptcy), by the participant to any
person, except by will or by operation of applicable laws of descent and distribution. If Rule
16b-3 then applies to an Award, the participant may not transfer or pledge shares of Common Stock
acquired under a Stock Grant or upon exercise of an Option until at least six (6) months have
elapsed from (but excluding) the Date of Grant, unless the Administrator approves otherwise in
advance in writing.



XX. Amendment or Termination of Plan and Options




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     The Board may amend, suspend, or terminate the Plan at any time, without the consent of the
participants or their beneficiaries; provided, however, that no amendment will
deprive any participant or beneficiary of any previously declared Award. Except as required by law or by the Corporate
Changes section, the Administrator may not, without the participant’s or beneficiary’s consent,
modify the terms and conditions of an Award so as to adversely affect the participant. No
amendment, suspension, or termination of the Plan will, without the participant’s or beneficiary’s
consent, terminate or adversely affect any right or obligations under any outstanding Awards.



XXI. Privileges of Stock Ownership




     No participant and no beneficiary or other person claiming under or through such participant
will have any right, title, or interest in or to any shares of Common Stock allocated or reserved
under the Plan or subject to any Award except as to such shares of Common Stock, if any, that have
been issued to such participant.



XXII. Effect on Other Plans




     Whether exercising or receiving an Award causes the participant to accrue or receive
additional benefits under any pension or other plan is governed solely by the terms of such other
plan.



XXIII. Limitations on Liability




     Notwithstanding any other provisions of the Plan, no individual acting as a director,
employee, or agent of the Company shall be liable to any participant, former participant, spouse,
beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection
with the Plan, nor shall such individual be personally liable because of any contract or other
instrument he executes in such other capacity. The Company will indemnify and hold harmless each
director, employee, or agent of the Company to whom any duty or power relating to the
administration or interpretation of the Plan has been or will be delegated, against any cost or
expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim
with the Board’s approval) arising out of any act or omission to act concerning this Plan unless
arising out of such person’s own fraud or bad faith.



XXIV. No Employment Contract




     Nothing contained in this Plan constitutes an employment contract between the Company and the
participants. The Plan does not give any participant any right to be retained in the Company’s
employ, nor does it enlarge or diminish the Company’s right to terminate the participant’s
employment.



XXV. Applicable Law




     The laws of the State of Delaware (other than its choice of law provisions) govern this Plan
and its interpretation.



XXVI. Duration of Plan




     Unless the Board extends the Plan’s term, the Administrator may not grant Awards after May 8,
2008. The Plan will then terminate but will continue to govern unexercised and unexpired Awards.




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