Exhibit 10.5


 


NON-QUALIFIED STOCK OPTION AGREEMENT

(FOR COMPANY EMPLOYEES)


 


TECHTARGET, INC.

2007 STOCK OPTION AND INCENTIVE PLAN


 


Name
of Optionee:


No. of
Option Shares:


Option
Exercise Price per Share: $


Grant
Date:


Expiration
Date:


 


Pursuant to the TechTarget, Inc. 2007 Stock Option and
Incentive Plan as amended from time to time (the “Plan”), TechTarget, Inc. (the
“Company”) hereby grants to the Optionee named above an option (the “Stock
Option”) to purchase on or prior to the Expiration Date specified above all or
part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”)
of the Company specified above at the Option Exercise Price per Share specified
above subject to the terms and conditions set forth herein and in the Plan. This
Stock Option is not intended to be an “incentive stock option” under Section
422 of the Internal Revenue Code of 1986, as amended.


 


1.                                       Exercisability Schedule. No portion of this Stock Option may be exercised
until such portion shall have become exercisable. Except as set forth below,
and subject to the discretion of the Committee (as defined in Section 1 of
the Plan) to accelerate the exercisability schedule hereunder, this Stock
Option shall be exercisable with respect to the following number of Option
Shares on the dates indicated:


 




	
  Incremental Number of

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  Exercisability Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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Once exercisable, this Stock Option shall continue to
be exercisable at any time or times prior to the close of business on the
Expiration Date, subject to the provisions hereof and of the Plan. [Upon the
occurrence of a Sale Event, [—]% of the unexercisable portion of this Stock
Option shall become exercisable at the effective time of such Sale Event.]


 


 

















 


2.                                       Manner of Exercise.


 


(a)                                  The
Optionee may exercise this Stock Option only in the following manner:  from time to time on or prior to the
Expiration Date of this Stock Option, the Optionee may give written notice to
the Committee of his or her election to purchase some or all of the Option
Shares purchasable at the time of such notice. This notice shall specify the
number of Option Shares to be purchased.


 


Payment of the purchase price for the Option Shares may
be made by one or more of the following methods:  (i) in cash, by certified or bank check
or other instrument acceptable to the Committee; (ii) through the delivery
(or attestation to the ownership) of shares of Stock that have been purchased
by the Optionee on the open market or that are beneficially owned by the
Optionee and are not then subject to any restrictions under any Company plan
and that otherwise satisfy any holding periods as may be required by the Committee;
(iii) by the Optionee delivering to the Company a properly executed
exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company cash or a check payable and acceptable to the Company to
pay the option purchase price, provided that in the event the Optionee chooses
to pay the option purchase price as so provided, the Optionee and the broker
shall comply with such procedures and enter into such agreements of indemnity
and other agreements as the Committee shall prescribe as a condition of such
payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment
instruments will be received subject to collection.


 


The transfer to the Optionee on the records of the
Company or of the transfer agent of the Option Shares will be contingent upon the
Company’s receipt from the Optionee of full payment for the Option Shares, as
set forth above and any agreement, statement or other evidence that the Company
may require to satisfy itself that the issuance of Stock to be purchased
pursuant to the exercise of Stock Options under the Plan and any subsequent
resale of the shares of Stock will be in compliance with applicable laws and
regulations. In the event the Optionee chooses to pay the purchase price by
previously-owned shares of Stock through the attestation method, the number of
shares of Stock transferred to the Optionee upon the exercise of the Stock
Option shall be net of the Shares attested to.


 


(b)                                 The
shares of Stock purchased upon exercise of this Stock Option shall be
transferred to the Optionee on the records of the Company or of the transfer
agent upon compliance to the satisfaction of the Committee with all
requirements under applicable laws or regulations in connection with such
issuance and with the requirements hereof and of the Plan. The determination of
the Committee as to such compliance shall be final and binding on the Optionee.
The Optionee shall not be deemed to be the holder of, or to have any of the
rights of a holder with respect to, any shares of Stock subject to this Stock
Option unless and until this Stock Option shall have been exercised pursuant to
the terms hereof, the Company or the transfer agent shall have transferred the
shares to the Optionee, and the Optionee’s name shall have been entered as the
stockholder of record on the books of the Company. Thereupon, the Optionee
shall have full voting, dividend and other ownership rights with respect to
such shares of Stock.


 


(c)                                  The
minimum number of shares with respect to which this Stock Option may be
exercised at any one time shall be 100 shares, unless the number of shares with
respect to


 


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which this Stock
Option is being exercised is the total number of shares subject to exercise
under this Stock Option at the time.


 


(d)                                 Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option
shall be exercisable after the Expiration Date hereof.


 


3.                                       Termination of Employment. If the Optionee’s employment by the Company or a
Subsidiary (as defined in the Plan) is terminated, the period within which to
exercise the Stock Option may be subject to earlier termination as set forth
below.


 


(a)                                  Termination
Due to Death. If the Optionee’s employment terminates by reason of the
Optionee’s death, any portion of this Stock Option outstanding on such date
shall become fully exercisable and may thereafter be exercised by the Optionee’s
legal representative or legatee for a period of [12]
months from the date of death or until the Expiration Date, if earlier.


 


(b)                                 Termination
Due to Disability. If the Optionee’s employment terminates by reason of the
Optionee’s disability (as determined by the Committee), any portion of this
Stock Option outstanding on such date shall become fully exercisable and may
thereafter be exercised by the Optionee for a period of [12]
months from the date of termination or until the Expiration Date, if earlier. The
death of the Optionee during the [12]-month
period provided in this Section 3(b) shall extend such period for another [12] months from the date of death or until the Expiration
Date, if earlier.


 


(c)                                  Termination
for Cause. If the Optionee’s employment terminates for Cause, any portion
of this Stock Option outstanding on such date shall terminate immediately and
be of no further force and effect. For purposes hereof, “Cause” shall mean a
determination by the Company that the Optionee shall be dismissed as a result
of (i) any material breach by the Optionee of any agreement between the
Optionee and the Company; (ii) the conviction of, indictment for or plea of
nolo contendere by the Optionee to a felony or a crime involving moral
turpitude; or (iii) any material misconduct or willful and deliberate
non-performance (other than by reason of disability) by the Optionee of the
Optionee’s duties to the Company.


 


(d)                                 Other
Termination. If the Optionee’s employment terminates for any reason other
than the Optionee’s death, the Optionee’s disability or Cause, and unless
otherwise determined by the Committee, any portion of this Stock Option outstanding
on such date may be exercised, to the extent exercisable on the date of
termination, for a period of three months from the date of termination or until
the Expiration Date, if earlier. Any portion of this Stock Option that is not
exercisable on the date of termination shall terminate immediately and be of no
further force or effect.


 


The Committee’s determination of the reason for
termination of the Optionee’s employment shall be conclusive and binding on the
Optionee and his or her representatives or legatees.


 


4.                                       Incorporation of Plan. Notwithstanding anything herein to the contrary,
this Stock Option shall be subject to and governed by all the terms and
conditions of the Plan, including the powers of the Committee set forth in  Section 2(b) of the Plan. Capitalized terms


 


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in this Agreement shall have the meaning specified in the Plan, unless a
different meaning is specified herein.


 


5.                                       Transferability. This Agreement is personal to the Optionee, is non-assignable and is not
transferable in any manner, by operation of law or otherwise, other than by
will or the laws of descent and distribution. This Stock Option is exercisable,
during the Optionee’s lifetime, only by the Optionee, and thereafter, only by
the Optionee’s legal representative or legatee.


 


6.                                       Tax Withholding. The Optionee shall, not later than the date as of which the exercise of
this Stock Option becomes a taxable event for Federal income tax purposes, pay
to the Company or make arrangements satisfactory to the Committee for payment
of any Federal, state, and local taxes required by law to be withheld on
account of such taxable event. The Optionee may elect to have the minimum
required tax withholding obligation satisfied, in whole or in part, by (i)
authorizing the Company to withhold from shares of Stock to be issued, or (ii)
transferring to the Company, a number of shares of Stock with an aggregate Fair
Market Value that would satisfy the withholding amount due.


 


7.                                       No Obligation to Continue Employment. Neither the Company nor any Subsidiary is
obligated by or as a result of the Plan or this Agreement to continue the
Optionee in employment and neither the Plan nor this Agreement shall interfere
in any way with the right of the Company or any Subsidiary to terminate the
employment of the Optionee at any time.


 


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8.                                       Notices. Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Optionee at
the address on file with the Company or, in either case, at such other address
as one party may subsequently furnish to the other party in writing.


 


	
   

  	
  TECHTARGET,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  



 


 


The
foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.


 


 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Optionee’s Signature

  
	
   

  
	
   

  
	
   

  	
  Optionee’s
  name and address:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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