Exhibit 10.2  


CONVIO, INC.

1999 STOCK OPTION/STOCK ISSUANCE PLAN  


ARTICLE ONE  


GENERAL PROVISIONS  


        I.    PURPOSE OF THE PLAN    


        This
1999 Stock Option/Stock Issuance Plan is intended to promote the interests of Convio, Inc., a Delaware corporation, by providing eligible persons in the Corporation's employ
or service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to continue in such employ or service. 


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


        II.    STRUCTURE OF THE PLAN    



        A.    The
Plan shall be divided into two (2) separate equity programs: 




        (i)    the
Option Grant Program under which eligible persons may, at the discretion of the Plan Administrator, be granted options to purchase shares of Common Stock, and 


        (ii)   the
Stock Issuance Program under which eligible persons may, at the discretion of the Plan Administrator, be issued shares of Common Stock directly, either through the
immediate purchase of such shares or as a bonus for services rendered the Corporation (or any Parent or Subsidiary). 





        B.    The
provisions of Articles One and Four shall apply to both equity programs under the Plan and shall accordingly govern the interests of all persons under the Plan. 




        III.    ADMINISTRATION OF THE PLAN    



        A.    The
Plan shall be administered by the Board. However, any or all administrative functions otherwise exercisable by the Board may be delegated to the Committee. Members of
the Committee shall serve for such period of time as the Board may determine and shall be subject to removal by the Board at any time. The Board may also at any time terminate the functions of the
Committee and reassume all powers and authority previously delegated to the Committee. 


        B.    The
Plan Administrator shall have full power and authority (subject to the provisions of the Plan) to establish such rules and regulations as it may deem appropriate for
proper administration of the Plan and to make such determinations under, and issue such interpretations of, the Plan and any outstanding options or stock issuances thereunder as it may deem necessary
or advisable. Decisions of the Plan Administrator shall be final and binding on all parties who have an interest in the Plan or any option or stock issuance thereunder. 




        IV.    ELIGIBILITY    



        A.    The
persons eligible to participate in the Plan are as follows: 




        (i)    Employees,



        (ii)   non-employee
members of the Board or the non-employee members of the board of directors of any Parent or Subsidiary, and 



        (iii)  consultants
and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary). 





        B.    The
Plan Administrator shall have full authority to determine, (i) with respect to the grants made under the Option Grant Program, which eligible persons are to
receive the option 








 

grants,
the time or times when those grants are to be made, the number of shares to be covered by each such grant, the status of the granted option as either an Incentive Option or a
Non-Statutory Option, the time or times when each option is to become exercisable, the vesting schedule (if any) applicable to the option shares and the maximum term for which the option
is to remain outstanding and (ii) with respect to stock issuances made under the Stock Issuance Program, which eligible persons are to receive stock issuances, the time or times when those
issuances are to be made, the number of shares to be issued to each Participant, the vesting schedule (if any) applicable to the issued shares and the consideration to be paid by the Participant for
such shares. 


        C.    The
Plan Administrator shall have the absolute discretion either to grant options in accordance with the Option Grant Program or to effect stock issuances in accordance
with the Stock Issuance Program. 




        V.    STOCK SUBJECT TO THE PLAN    



        A.    The
stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock. The maximum number of shares of Common Stock which may be issued
over the term of the Plan shall not exceed 2,330,000 shares. 


        B.    Shares
of Common Stock subject to outstanding options shall be available for subsequent issuance under the Plan to the extent (i) the options expire or terminate
for any reason prior to exercise in full or (ii) the options are cancelled in accordance with the cancellation-regrant provisions of Article Two. Unvested shares issued under the Plan and
subsequently repurchased by the Corporation, at the option exercise or direct issue price paid per share, pursuant to the Corporation's repurchase rights under the Plan shall be added back to the
number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for reissuance through one or more subsequent option grants or direct stock issuances under the
Plan. 


        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/or class of securities
issuable under the Plan and (ii) the number and/or class of securities and the exercise price per share in effect under each outstanding option in order to prevent the dilution or enlargement
of benefits thereunder. The adjustments determined by the Plan Administrator shall be final, binding and conclusive. In no event shall any such adjustments be made in connection with the conversion of
one or more outstanding shares of the Corporation's preferred stock into shares of Common Stock. 



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ARTICLE TWO  


OPTION GRANT PROGRAM  


        I.    OPTION TERMS    



        Each
option shall be evidenced by one or more documents in the form approved by the Plan Administrator; provided, however, that each such
document shall comply with the terms specified below. Each document evidencing an Incentive Option shall, in addition, be subject to the provisions of the Plan applicable to such options. 



        A.    Exercise Price. 



        1.     The
exercise price per share shall be fixed by the Plan Administrator and may be less than, equal to or greater than the Fair Market Value per share of Common Stock on
the option grant date. 


        2.     The
exercise price shall become immediately due upon exercise of the option and shall, subject to the provisions of Section I of Article Four and the documents
evidencing the option, be payable in cash or
check made payable to the Corporation. Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the exercise price may also be paid as
follows: 



        (i)    in
shares of Common Stock held for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair
Market Value on the Exercise Date, or 


        (ii)   to
the extent the option is exercised for vested shares, through a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide
irrevocable instructions (a) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on
the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be
withheld by the Corporation by reason of such exercise and (b) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the
sale. 






        Except
to the extent such sale and remittance procedure is utilized, payment of the exercise price for the purchased shares must be made on the Exercise Date. 



        B.    Exercise and Term of Options.    Each option shall be exercisable at such time or times,
during such period and for such number of shares as shall be determined by the Plan Administrator and set forth in the documents evidencing the option grant. However, no option shall have a term in
excess of ten (10) years measured from the option grant date. 


        C.    Effect of Termination of Service. 



        1.     The
following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service or death: 



        (i)    Should
the Optionee cease to remain in Service for any reason other than death, Permanent Disability or Misconduct, then the Optionee shall have a period of three
(3) months following the date of such cessation of Service during which to exercise each outstanding option held by such Optionee. 


        (ii)   Should
Optionee's Service terminate by reason of Permanent Disability, then the Optionee shall have a period of twelve (12) months following the date of such
cessation of Service during which to exercise each outstanding option held by such Optionee. 





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        (iii)  If
the Optionee dies while holding an outstanding option, then the personal representative of his or her estate or the person or persons to whom the option is
transferred pursuant to the Optionee's will or the laws of inheritance shall have a twelve (12)-month period following the date of the Optionee's death to exercise such option. 



        (iv)  Under
no circumstances, however, shall any such option be exercisable after the specified expiration of the option term. 


        (v)   During
the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for which the
option is exercisable on the date of the Optionee's cessation of Service. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall
terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option shall, immediately upon the Optionee's cessation of Service, terminate and
cease to be outstanding with respect to any and all option shares for which the option is not otherwise at the time exercisable or in which the Optionee is not otherwise at that time vested. 


        (vi)  Should
Optionee's Service be terminated for Misconduct, then all outstanding options held by the Optionee shall terminate immediately and cease to remain outstanding. 




        2.     The
Plan Administrator shall have the discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to: 



        (i)    extend
the period of time for which the option is to remain exercisable following the Optionee's cessation of Service or death from the limited period otherwise in
effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term, and/or 


        (ii)   permit
the option to be exercised, during the applicable post-Service exercise period, not only with respect to the number of vested shares of Common Stock
for which such option is exercisable at the time of the Optionee's cessation of Service but also with respect to one or more
additional installments in which the Optionee would have vested under the option had the Optionee continued in Service. 





        D.    Stockholder Rights.    The holder of an option shall have no stockholder rights with
respect to the shares subject to the option until such person shall have exercised the option, paid the exercise price and become the recordholder of the purchased shares. 



        E.    Repurchase Rights.    The Plan Administrator shall have the discretion to grant options
which are exercisable for unvested shares of Common Stock. Should the Optionee cease Service while holding such unvested shares, the Corporation shall have the right to repurchase, at the exercise
price paid per share, any or all of those unvested shares. The terms upon which such repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate vesting
schedule for the purchased shares) shall be established by the Plan Administrator and set forth in the document evidencing such repurchase right. 



        F.    First Refusal Rights.    Until such time as the Common Stock is first registered under
Section 12 of the 1934 Act, the Corporation shall have the right of first refusal with respect to any proposed disposition by the Optionee (or any successor in interest) of any shares of Common
Stock issued under the Option Grant Program. Such right of first refusal shall be exercisable in accordance with the terms established by the Plan Administrator and set forth in the document
evidencing such right. 



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        G.    Limited Transferability of Options.    During the lifetime of the Optionee, Incentive
Options shall be exercisable only by the Optionee and shall not be assignable or transferable other than by will or by the laws of descent and distribution following the Optionee's death.
Non-Statutory Options shall be subject to the same restrictions, except that a Non-Statutory Option may, to the extent permitted by the Plan Administrator, be assigned in whole
or in part during the Optionee's lifetime (i) as a gift to one or more members of the Optionee's immediate family, to a trust in which Optionee and/or one or more such family members hold more
than fifty percent (50%) of the beneficial interest or to an entity in which more than fifty percent (50%) of the voting interests are owned by one or more such family members or (ii) pursuant
to a domestic relations order. The terms applicable to the assigned portion shall be the same as those in effect for the option immediately prior to such assignment and shall be set forth in such
documents issued to the assignee as the Plan Administrator may deem appropriate. 


        H.    Withholding.    The Corporation's obligation to deliver shares of Common Stock upon the
exercise of any options granted under the Plan shall be subject to the satisfaction of all applicable Federal, state and local income and employment tax withholding requirements. 




        II.    INCENTIVE OPTIONS    


        The
terms specified below shall be applicable to all Incentive Options. Except as modified by the provisions of this Section II, all the provisions of Articles One, Two and Four
shall be applicable to Incentive Options. Options which are specifically designated as Non-Statutory Options shall not be subject to the
terms of this Section II. 



        A.    Eligibility.    Incentive Options may only be granted to Employees. 


        B.    Exercise Price.    The exercise price per share shall not be less than one hundred
percent (100%) of the Fair Market Value per share of Common Stock on the option grant date. 


        C.    Dollar Limitation.    The aggregate Fair Market Value of the shares of Common Stock
(determined as of the respective date or dates of grant) for which one or more options granted to any Employee under the Plan (or any other option plan of the Corporation or any Parent or Subsidiary)
may for the first time become exercisable as Incentive Options during any one (1) calendar year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the Employee
holds two (2) or more such options which become exercisable for the first time in the same calendar year, the foregoing limitation on the exercisability of such options as Incentive Options
shall be applied on the basis of the order in which such options are granted. 


        D.    10% Stockholder.    If any Employee to whom an Incentive Option is granted is a 10%
Stockholder, then the exercise price per share shall not be less than one hundred ten percent (110%) of the Fair Market Value per share of Common Stock on the option grant date and the option term
shall not exceed five (5) years measured from the option grant date. 




        III.    CORPORATE TRANSACTION    



        A.    Except
as otherwise provided below, the shares subject to each option outstanding under the Plan at the time of a Corporate Transaction shall automatically vest in part
as follows so that each such option shall, immediately prior to the effective date of the Corporate Transaction, become fully exercisable for all such additional shares of Common Stock and may be
exercised for any or all of those shares as fully-vested shares of Common Stock: 




        (i)    In
the event the Optionee has completed less than one (1) year of Service prior to the effective date of the Corporate Transaction, the Optionee shall vest in
that number of shares subject to each outstanding option equal to the number of shares in which the Optionee would have vested upon the Optionee's completion of one (1) year of Service. 





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        (ii)   In
the event the Optionee has completed at least one (1) year of Service prior to the effective date of the Corporate Transaction, the Optionee shall vest with
respect to fifty percent (50%) of the unvested shares of Common Stock at the time subject to each option held by the Optionee. 






        However,
the shares subject to an outstanding option shall not vest on such an accelerated basis if and to the extent: (i) such
option is assumed by the successor corporation (or parent thereof) in the Corporate Transaction and the Corporation's repurchase rights with respect to the unvested option shares are concurrently
assigned to such successor corporation (or parent thereof) or (ii) such option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing
on the unvested option shares at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule applicable to those unvested option shares or
(iii) the acceleration of such option is subject to other limitations imposed by the Plan Administrator at the time of the option grant. 



        B.    All
outstanding repurchase rights shall also terminate automatically in part to the same extent the shares subject to outstanding options accelerate as set forth in
Paragraph A, and the shares of Common Stock subject to those terminated rights shall immediately vest in full, in the event of any Corporate Transaction, except to the extent: (i) those
repurchase rights are assigned to the successor corporation (or parent thereof) in connection with such Corporate Transaction or (ii) such accelerated vesting is precluded by other limitations
imposed by the Plan Administrator at the time the repurchase right is issued. 



        C.    Immediately
following the consummation of the Corporate Transaction, all outstanding options shall terminate and cease to be outstanding, except to the extent assumed by
the successor corporation (or parent thereof). 


        D.    Each
option which is assumed in connection with a Corporate Transaction shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the
number and class of securities which would have been issuable to the Optionee in consummation of such Corporate Transaction, had the option been exercised immediately prior to such Corporate
Transaction. Appropriate adjustments shall also be made to (i) the number and class of securities available for issuance under the Plan following the consummation of such Corporate Transaction
and (ii) the exercise price payable per share under each outstanding option, provided the aggregate exercise price payable for such securities
shall remain the same. 


        E.    The
Plan Administrator shall have the discretion, exercisable either at the time the option is granted or at any time while the option remains outstanding, to provide for
the automatic acceleration (in whole or in part) of one or more outstanding options (and the immediate termination of the Corporation's repurchase rights with respect to the shares subject to those
options) upon the occurrence of a Corporate Transaction, whether or not those options are to be assumed in the Corporate Transaction. 



        F.     The
Plan Administrator shall also have full power and authority, exercisable either at the time the option is granted or at any time while the option remains outstanding,
to structure such option so that the shares subject to that option will automatically vest in full or in part on an accelerated basis should the Optionee's Service terminate by reason of an
Involuntary Termination within a designated period (not to exceed eighteen (18) months) following the effective date of any Corporate Transaction in which the option is assumed and the
repurchase rights applicable to those shares do not otherwise terminate. Any option so accelerated shall remain exercisable for the fully-vested option shares until the  earlier of (i) the
expiration of the option term or (ii) the expiration of the one (1)-year period measured from the effective
date of the Involuntary Termination. In addition, the Plan Administrator may provide that one or more of the Corporation's outstanding repurchase rights with respect to shares held by the Optionee at
the 



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time
of such Involuntary Termination shall immediately terminate on an accelerated basis, and the shares subject to those terminated rights shall accordingly vest at that time. 


        G.    The
portion of any Incentive Option accelerated in connection with a Corporate Transaction shall remain exercisable as an Incentive Option only to the extent the
applicable One Hundred Thousand Dollar limitation is not exceeded. To the extent such dollar limitation is exceeded, the accelerated portion of such option shall be exercisable as a
Non-Statutory Option under the Federal tax laws. 


        H.    The
grant of options under the Plan shall in no way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 




        IV.    CANCELLATION AND REGRANT OF OPTIONS    



        The
Plan Administrator shall have the authority to effect, at any time and from time to time, with the consent of the affected option holders, the cancellation of any or all outstanding
options under the Option Grant Program and to grant in substitution new options covering the same or different number
of shares of Common Stock but with an exercise price per share based on the Fair Market Value per share of Common Stock on the new grant date. 


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ARTICLE THREE  


STOCK ISSUANCE PROGRAM  


        I.    STOCK ISSUANCE TERMS    


        Shares
of Common Stock may be issued under the Stock Issuance Program through direct and immediate issuances without any intervening option grants. Each such stock issuance shall be
evidenced by a Stock Issuance Agreement which complies with the terms specified below. 



        A.    Purchase Price. 



        1.     The
purchase price per share shall be fixed by the Plan Administrator and may be less than, equal to or greater than the Fair Market Value per share of Common Stock on
the issue date. 


        2.     Subject
to the provisions of Section I of Article Four, shares of Common Stock may be issued under the Stock Issuance Program for any of the following items of
consideration which the Plan Administrator may deem appropriate in each individual instance: 



        (i)    cash
or check made payable to the Corporation, or 


        (ii)   past
services rendered to the Corporation (or any Parent or Subsidiary). 





        B.    Vesting Provisions. 



        1.     Shares
of Common Stock issued under the Stock Issuance Program may, in the discretion of the Plan Administrator, be fully and immediately vested upon issuance or may vest
in one or more installments over the Participant's period of Service or upon attainment of specified performance objectives. 


        2.     Any
new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) which the Participant may have the right to
receive with respect to the Participant's unvested shares of Common Stock by reason of any stock dividend, stock split, 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 shall be issued subject to (i) the same vesting requirements applicable to the Participant's
unvested shares of Common Stock and (ii) such escrow arrangements as the Plan Administrator shall deem appropriate. 


        3.     The
Participant shall have full stockholder rights with respect to any shares of Common Stock issued to the Participant under the Stock Issuance Program, whether or not
the Participant's interest in those shares is vested. Accordingly, the Participant shall have the right to vote such shares and to receive any regular cash dividends paid on such shares. 


        4.     Should
the Participant cease to remain in Service while holding one or more unvested shares of Common Stock issued under the Stock Issuance Program or should the
performance objectives not be attained with respect to one or more such unvested shares of Common Stock, then those shares shall be immediately surrendered to the Corporation for cancellation, and the
Participant shall have no further stockholder rights with respect to those shares. To the extent the surrendered shares were previously issued to the Participant for consideration paid in cash or cash
equivalent (including the Participant's purchase-money indebtedness), the Corporation shall repay to the Participant the cash consideration paid for the surrendered shares and shall cancel the unpaid
principal balance of any outstanding purchase-money note of the Participant attributable to the surrendered shares. 


        5.     The
Plan Administrator may in its discretion waive the surrender and cancellation of one or more unvested shares of Common Stock (or other assets attributable thereto)
which 




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would
otherwise occur upon the non-completion of the vesting schedule applicable to such shares. Such waiver shall result in the immediate vesting of the Participant's interest in the
shares of Common Stock as to which the waiver applies. Such waiver may be effected at any time, whether before or after the Participant's cessation of Service or the attainment or
non-attainment of the applicable performance objectives. 




        C.    First Refusal Rights.    Until such time as the Common Stock is first registered under
Section 12 of the 1934 Act, the Corporation shall have the right of first refusal with respect to any proposed disposition by the Participant (or any successor in interest) of any shares of
Common Stock issued under the Stock Issuance Program. Such right of first refusal shall be exercisable in accordance with the terms established by the Plan Administrator and set forth in the document
evidencing such right. 




        II.    CORPORATE TRANSACTION    



        A.    Except
as otherwise provided below, the outstanding repurchase rights under the Stock Issuance Program shall terminate automatically in part, and the shares of Common
Stock subject to those terminated rights shall immediately vest in full, in the event of any Corporate Transaction as follows: 




        (i)    In
the event the Participant has completed less than one (1) year of Service prior to the effective date of the Corporate Transaction, the repurchase rights
applicable to shares of Common Stock previously issued to the Participant under the Stock Issuance Program shall terminate with respect to the number of shares in which the Participant would have
vested upon completion of one (1) year of Service. 


        (ii)   In
the event the Participant has completed at least one (1) year of Service prior to the effective date of the Corporate Transaction, the repurchase rights
applicable to shares of Common Stock previously issued to the Participant under the Stock Issuance Program shall lapse with respect to fifty percent (50%) of the shares in which the Participant is at
the time unvested. 






        However,
the repurchase rights shall not lapse to the extent (i) those repurchase rights are assigned to the successor corporation (or parent thereof) in connection with such
Corporate Transaction or (ii) such accelerated vesting is precluded by other limitations imposed by the Plan Administrator at the time the repurchase right is issued. 



        B.    The
Plan Administrator shall have the discretionary authority, exercisable either at the time the unvested shares are issued or any time while the Corporation's
repurchase rights with respect to those shares remain outstanding, to provide that those rights shall automatically terminate in full or in part on an accelerated basis, and the shares of Common Stock
subject to those terminated rights shall immediately vest, in the event the Participant's Service should subsequently terminate by reason of an Involuntary Termination within a designated period (not
to exceed eighteen (18) months) following the effective date of any Corporate Transaction in which those repurchase rights are assigned to the successor corporation (or parent thereof). 




        III.    SHARE ESCROW/LEGENDS    



        Unvested
shares may, in the Plan Administrator's discretion, be held in escrow by the Corporation until the Participant's interest in such shares vests or may be issued directly to the
Participant with restrictive legends on the certificates evidencing those unvested shares. 


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ARTICLE FOUR  


MISCELLANEOUS  


        I.    FINANCING    


        The
Plan Administrator may permit any Optionee or Participant to pay the option exercise price under the Option Grant Program or the purchase price for shares issued under the Stock
Issuance program by delivering a full recourse, interest bearing promissory note payable in one or more installments and secured by the purchased shares. The terms of any such promissory note
(including the interest rate and the terms of repayment) shall be established by the Plan Administrator in its sole discretion. In no event shall the maximum credit available to the Optionee or
Participant exceed the sum of (i) the aggregate option exercise price or purchase price payable for the purchased shares plus (ii) any Federal, state and local income and employment tax
liability incurred by the Optionee or the Participant in connection with the option exercise or share purchase. 


        II.    EFFECTIVE DATE AND TERM OF THE PLAN    



        A.    The
Plan shall become effective when adopted by the Board, but no option granted under the Plan may be exercised, and no shares shall be issued under the Plan, until the
Plan is approved by the Corporation's stockholders. If such stockholder approval is not obtained within twelve (12) months after the date of the Board's adoption of the Plan, then all options
previously granted under the Plan shall terminate and cease to be outstanding, and no further options shall be granted and no shares shall be issued under the Plan. Subject to such limitation, the
Plan Administrator may grant options and issue shares under the Plan at any time after the effective date of the Plan and before the date fixed herein for termination of the Plan. 


        B.    The
Plan shall terminate upon the earliest of (i) the expiration of the ten (10)-year period measured
from the date the Plan is adopted by the Board, (ii) the date on which all shares available for issuance under the Plan shall have been issued as fully-vested shares or (iii) the
termination of all outstanding options in connection with an Corporate Transaction. All options and unvested stock issuances outstanding at the time of a clause (i) termination event shall
continue to have full force and effect in accordance with the provisions of the documents evidencing such options or issuances. 




        III.    AMENDMENT OF THE PLAN    



        A.    The
Board shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects. However, no such amendment or modification shall
adversely affect any rights and obligations with respect to options or unvested stock issuances at the time outstanding under the Plan, unless the Optionee or the Participant consents to such
amendment or modification. In addition, certain amendments may require stockholder approval pursuant to applicable laws or regulations. 


        B.    Options
to purchase shares of Common Stock may be granted under the Option Grant Program and shares of Common Stock may be issued under the Stock Issuance Program which
are in each instance in excess of the number of shares then available for issuance under the Plan, provided any excess shares actually issued under those programs shall be held in escrow until there
is obtained stockholder approval of an amendment sufficiently increasing the number of shares of Common Stock available for issuance under the Plan. If such stockholder approval is not obtained within
twelve (12) months after the date the first such excess grants or issuances are made, then (i) any unexercised options granted on the basis of such excess shares shall terminate and
cease to be outstanding and (ii) the Corporation shall promptly refund to the Optionees and the Participants the exercise or purchase price paid for any excess shares issued under the Plan and
held in escrow, together with interest (at the applicable Short-Term Federal Rate) for the period 



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the
shares were held in escrow, and such shares shall thereupon be automatically cancelled and cease to be outstanding. 




        IV.    USE OF PROCEEDS    


        Any
cash proceeds received by the Corporation from the sale of shares of Common Stock under the Plan shall be used for general corporate purposes. 



        V.    WITHHOLDING    


        The
Corporation's obligation to deliver shares of Common Stock upon the exercise of any options or upon the issuance or vesting of any shares issued under the Plan shall be subject to
the satisfaction of all applicable Federal, state and local income and employment tax withholding requirements. 


        VI.    REGULATORY APPROVALS    



        The
implementation of the Plan, the granting of any option under the Plan and the issuance of any shares of Common Stock (i) upon the exercise of any option or (ii) under
the Stock Issuance Program shall be subject to the Corporation's procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the options granted
under it and the shares of Common Stock issued pursuant to it. 


        VII.    NO EMPLOYMENT OR SERVICE RIGHTS    


        Nothing
in the Plan shall confer upon the Optionee or the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any
way the rights of the Corporation (or any Parent or Subsidiary employing or retaining such person) or of the Optionee or the Participant, which rights are hereby expressly reserved by each, to
terminate such person's Service at any time for any reason, with or without cause. 


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   APPENDIX  


        The following definitions shall be in effect under the Plan: 


        A.    Board shall mean the Corporation's Board of Directors. 


        B.    Code shall mean the Internal Revenue Code of 1986, as amended. 


        C.    Committee shall mean a committee of one (1) or more Board members appointed by the Board to exercise one or more
administrative functions under the Plan. 


        D.    Common Stock shall mean the Corporation's common stock. 



        E.    Corporate Transaction shall mean either of the following stockholder-approved transactions to which the Corporation is a
party: 




        (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 Corporation's assets in complete liquidation or dissolution of the Corporation. 





        F.     Corporation shall mean Convio, Inc., a Delaware corporation, and any successor corporation to all or substantially
all of the assets or voting stock of Convio, Inc. which shall by appropriate action adopt the Plan. 


        G.    Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the
control and direction of the employer entity as to both the work to be performed and the manner and method of performance. 


        H.    Exercise Date shall mean the date on which the Corporation shall have received written notice of the option exercise. 


        I.     Fair Market Value per 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. 


        (iii)  If
the Common Stock is at the time neither listed on any Stock Exchange nor traded on the Nasdaq National Market, then the Fair Market Value shall be determined by the
Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate. 





        J.     Incentive Option shall mean an option which satisfies the requirements of Code Section 422. 


A-1







 

        K.    Involuntary Termination shall mean the termination of the Service of any individual which occurs by reason of: 




        (i)    such
individual's involuntary dismissal or discharge by the Corporation for reasons other than Misconduct, or 


        (ii)   such
individual's voluntary resignation following (A) a change in his or her position with the Corporation which materially reduces his or her duties and
responsibilities or the level of management to which he or she reports, (B) a reduction in his or her level of compensation (including base salary, fringe benefits and target bonuses under any
corporate-performance based bonus or incentive programs) by more than fifteen percent (15%) or (C) a relocation of such individual's place of employment by more than fifty (50) miles,
provided and only if such change, reduction or relocation is effected without the individual's consent. 





        L.    Misconduct shall mean the commission of any act of fraud, embezzlement or dishonesty by the Optionee or Participant, any
unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by such person
adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or
omissions which the Corporation (or any Parent or Subsidiary) may consider as grounds for the dismissal or discharge of any Optionee, Participant or other person in the Service of the Corporation (or
any Parent or Subsidiary). 


        M.   1934 Act shall mean the Securities Exchange Act of 1934, as amended. 


        N.    Non-Statutory Option shall mean an option not intended to satisfy the requirements of Code Section 422. 



        O.    Option Grant Program shall mean the option grant program in effect under the Plan. 


        P.     Optionee shall mean any person to whom an option is granted under the Option Grant Program. 


        Q.    Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the
Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain. 


        R.    Participant shall mean any person who is issued shares of Common Stock under the Stock Issuance Program. 


        S.     Permanent Disability shall mean the inability of the Optionee or the Participant to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which is expected to result in such person's death or to continue for a period of twelve (12) consecutive months
or more. 


        T.     Plan shall mean the Corporation's 1999 Stock Option/Stock Issuance Plan, as set forth in this document. 


        U.    Plan Administrator shall mean either the Board or the Committee acting in its capacity as administrator of the Plan. 



        V.     Service shall mean the provision of services to the Corporation (or any Parent or Subsidiary) by a person in the capacity
of an Employee, a non-employee member of the board of directors or a consultant or independent advisor, except to the extent otherwise specifically provided in the documents evidencing the
option grant or stock issuance. 


A-2







 



        W.    Stock Exchange shall mean either the American Stock Exchange or the New York Stock Exchange. 


        X.    Stock Issuance Agreement shall mean the agreement entered into by the Corporation and the Participant at the time of
issuance of shares of Common Stock under the Stock Issuance Program. 


        Y.    Stock Issuance Program shall mean the stock issuance program in effect under the Plan. 



        Z.    Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations in such chain. 


        AA. 10% Stockholder shall mean the owner of stock (as determined under Code Section 424(d)) possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary). 


A-3








CONVIO, INC.
  NOTICE OF GRANT OF STOCK OPTION  


        Notice is hereby given of the following option grant (the "Option") to purchase shares of the Common Stock of Convio, Inc. (the "Corporation"): 



	 	Optionee:	 	






	

 	
Grant Date:	
 	







	

 	
Vesting Commencement Date:	
 	







	

 	
Exercise Price:	
 	

$                               per share





	

 	
Number of Option Shares:	
 	

                     shares of Common Stock





	

 	
Expiration Date:	
 	







	

 	
Type of Option:	
 	

               Incentive Stock Option
	

 	

 	
 	

               Non-Statutory Stock Option





	

 	
Date Exercisable:  Immediately Exercisable





Vesting Schedule:    The Option Shares shall initially be unvested and subject to repurchase by the Corporation at the Exercise Price paid per
share. Optionee shall acquire a vested interest in, and the Corporation's repurchase right shall accordingly lapse with respect to, (i) twenty-five percent (25%) of the Option
Shares upon Optionee's completion of one (1) year of Service measured from the Vesting Commencement Date and (ii) the balance of the Option Shares in a series of thirty-six
(36) successive equal monthly installments upon Optionee's completion of each additional month of Service over the thirty-six (36) month period measured from the first
anniversary of the Vesting Commencement Date. In no event shall any additional Option Shares vest after Optionee's cessation of Service. 




        Optionee
understands and agrees that the Option is granted subject to and in accordance with the terms of the Convio, Inc. 1999 Stock Option/Stock Issuance Plan (the "Plan").
Optionee further agrees to be bound by the terms of the Plan and the terms of the Option as set forth in the Stock Option Agreement attached hereto as Exhibit A. Optionee understands that any
Option Shares purchased under the Option shall be subject to the terms set forth in the Stock Purchase Agreement attached hereto as Exhibit B. 


        Optionee
hereby acknowledges receipt of a copy of the Plan in the form attached hereto as Exhibit C. 


        REPURCHASE RIGHTS. OPTIONEE HEREBY AGREES THAT ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO CERTAIN REPURCHASE RIGHTS AND RIGHTS
OF FIRST REFUSAL EXERCISABLE BY THE CORPORATION AND ITS ASSIGNS. THE TERMS OF SUCH RIGHTS ARE SPECIFIED IN THE ATTACHED STOCK PURCHASE AGREEMENT. 



        No Employment or Service Contract.    Nothing in this Notice or in the attached Stock Option Agreement or Plan shall confer upon
Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or
retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee's Service at any time for any reason, with or without cause. 







 



        Definitions.    All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the attached
Stock Option Agreement. 


DATED:
                        ,          



	 	 	CONVIO, INC.
	

 	
 	
By:	







	

 	
 	

Title:	


	

 	
 	

 	

OPTIONEE
 





	

 	
 	

Address:	


	

 	
 	

 	







ATTACHMENTS
  Exhibit A—Stock Option Agreement

Exhibit B—Stock Purchase Agreement

Exhibit C—1999 Stock Option/Stock Issuance Plan 


2








INSTALLMENT  


CONVIO, INC.
  NOTICE OF GRANT OF STOCK OPTION


(WITH ACCELERATION)


        Notice
is hereby given of the following option grant (the "Option") to purchase shares of the Common Stock of Convio, Inc. (the "Corporation"): 



	 
	 	 
	 

	 	 	Optionee:	 
	

 	
 	

Grant Date:	

 
	

 	
 	

Vesting Commencement Date:	

 
	

 	
 	

Exercise Price:	

 
	

 	
 	

Number of Option Shares:	

 
	

 	
 	

Expiration Date:	

 
	

 	
 	

Type of Option:	

        Incentive Option
	

 	
 	

 	

        Non-Statutory Option






        Date Exercisable:    Exercisable only for Option Shares that have vested according to the Vesting Schedule set forth below or
that have vested on an accelerated basis. 


        Vesting Schedule:    The Option Shares shall initially be unvested. Optionee shall acquire a vested interest in
(i)             percent (    %) of the Option Shares upon Optionee's completion of            years of
Service measured from the Vesting Commencement Date and (ii) the
balance of the Option Shares upon Optionee's completion of            years of Service measured from the Vesting Commencement Date. In no event shall any additional Option Shares vest after
Optionee's cessation of Service except as described below. 


        Notwithstanding
anything contained in the Plan or any other agreement governing the provisions hereof or the exercise of this Option, if Optionee's Service ceases as a result of a
Termination After Change in Control (as defined below) and none of the Option Shares are subject to acceleration of vesting pursuant to Article Two, Section III.A of the Plan, then all of the
Option Shares which were not otherwise vested shares at the time of such cessation shall immediately become vested as of the time of such cessation. In the event that Optionee shall have been with the
Company for less than one year at the time of a Change in Control, then the Option Shares will be subject to the accelerated vesting provisions of Article Two, Section III.A.(ii) of the
Plan, and not Article Two, Section III.A.(i) notwithstanding that Optionee has been with the Company for less than one year, but subject to the qualifications in the last paragraph of
Article Two, Section III.A. 


        A
"Termination After Change in Control" shall mean either of the following events occurring after a Change in Control: 


        (a)   termination
of Optionee's employment for any reason other than for Cause (as defined below); or 



        (b)   Optionee's
resignation for Good Reason (as defined below) from all capacities in which Optionee is then rendering Service within 90 days of the event constituting
Good Reason. 


        Notwithstanding
any provision herein to the contrary, Termination After Change in Control shall not include any termination of Optionee's employment which (1) is for Cause;
(2) is a result of Optionee's death or disability; or (3) is a result of Optionee's voluntary termination of Service other than for Good Reason. 







 



        "Good
Reason" means, without Optionee's express written consent, (i) a material adverse change in the duties assigned to Optionee after the Change of Control relative to
Optionee's duties immediately prior to the Change in Control, (ii) a reduction by the Company or its successor in Optionee's annual salary or (iii) the relocation of Optionee's principal
place of employment to a location more than 35 miles from Optionee's principal place of employment immediately prior to the Change in Control. 


        "Change
in Control" shall mean an Ownership Change Event (as defined below) or a series of related Ownership Change Events (collectively, a "Transaction") wherein the stockholders of the
Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately
before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or, in the case
of an asset sale, the corporation or other business entity to which the assets of the Company were transferred, as the case may be. 


        An
"Ownership Change Event" shall be deemed to have occurred if any of the following occurs with respect to the Company: (i) the direct or indirect sale or exchange in a single or
series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a
party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (iv) a liquidation or dissolution of the Company. 


        "Cause"
shall mean (a) fraud, felony or other criminal acts that are materially detrimental to the Company; (b) material violation of any agreements between Optionee and
the Company, including Optionee's Confidentiality, Assignment and Non-compete Agreement with the Company; or (c) a persistent material failure to perform Optionee's job function to
a reasonable standard after notice of such failure has been given to Optionee by the Company and Optionee has had a 15 business-day period to cure such failure. 



        Optionee
understands and agrees that the Option is granted subject to and in accordance with the terms of the Plan, a copy of which is attached as Exhibit A and receipt of which
Optionee hereby acknowledges. Optionee further agrees to be bound by the terms of the Plan and the terms of the Option as set forth in the Stock Option Agreement attached hereto as Exhibit B.
Optionee understands that any Option Shares purchased under the Option shall be subject to the terms set forth in the Stock Purchase Agreement attached hereto as Exhibit C. Notwithstanding the
foregoing, in the event of any conflict of the provisions of any such documents with the provisions of this Notice of Grant of Stock Option, the provisions of this Notice of Grant of Stock Option
shall control. 


        Prior Agreements.    This Notice and the Stock Option Agreement, and the Stock Purchase Agreement when executed will, constitute
the entire agreement and understanding of the Corporation and Optionee with respect to the terms of the Option and supersede all prior and contemporaneous written or verbal agreements and
understandings between Optionee and the Corporation relating to such subject matter. Any and all prior agreements, understandings or representations relating to the Option are terminated and cancelled
in their entirety and are of no further force or effect. 


        TRANSFER RESTRICTIONS. OPTIONEE HEREBY AGREES THAT ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER. THE TERMS OF SUCH TRANSFER RESTRICTIONS ARE SPECIFIED IN THE ATTACHED STOCK PURCHASE AGREEMENT.


        No Employment or Service Contract.    Nothing in this Notice or in the attached Stock Option Agreement, Stock Purchase Agreement
or Plan shall confer upon Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights 


2







 



of
the Corporation (or any Parent or Subsidiary employing or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee's Service at any time for any
reason, with or without cause. 


Remainder of Page Intentionally Left Blank


3







 

        Definitions.    All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the attached
Stock Option Agreement. 


DATED:                                 




	 
	 	 
	 	 

	 	 	CONVIO, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	

 	
 	

Title:	
 	

CFO & VP

	

 	
 	

 	
 	

 
	

 	
 	


	

 	
 	

Address:

	

 	
 	







ATTACHMENTS

Exhibit A - Stock Option Agreement

Exhibit B - Stock Purchase Agreement

Exhibit C - 1999 Stock Option/Stock Issuance Planq 


4








EXHIBIT A  


 STOCK OPTION AGREEMENT

(Standard)  







CONVIO, INC.
  STOCK OPTION AGREEMENT  


RECITALS  


        A.    The
Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board or the board of directors of
any Parent or Subsidiary and consultants and other independent advisors in the service of the Corporation (or any Parent or Subsidiary). 


        B.    Optionee
is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the
purposes of the Plan in connection with the Corporation's grant of an option to Optionee. 


        C.    All
capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix. 



        NOW, THEREFORE, it is hereby agreed as follows: 


        1.    Grant of Option.    The Corporation hereby grants to Optionee, as of the Grant Date, an
option to purchase up to the number of Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option term specified in Paragraph 2 at
the Exercise Price. 


        2.    Option Term.    This option shall have a term of ten (10) years measured from the
Grant Date and shall accordingly expire at the close of business on the Expiration Date, unless sooner terminated in accordance with Paragraph 5 or 6. 


        3.    Limited Transferability.    This option shall be neither transferable nor assignable by
Optionee other than by will or by the laws of descent and distribution following Optionee's death and may be exercised, during Optionee's lifetime, only by Optionee. However, if this option is
designated a Non-Statutory Option in the Grant Notice, then this option may be assigned in whole or in part during Optionee's lifetime either as (i) as a gift to one or more members
of Optionee's Immediate Family, to a trust in which Optionee and/or one or more such family members hold more than fifty percent (50%) of the beneficial interest or an entity in which more than fifty
percent (50%) of the voting interests are owned by Optionee and/or one or more such family members, or (ii) pursuant to a domestic relations order. The assigned portion shall be exercisable
only by the person or persons who acquire a proprietary interest in the option pursuant to such assignment. The terms applicable to the assigned portion shall be the same as those in effect for this
option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Plan Administrator may deem appropriate. 



        4.    Exercisability.    This option shall become exercisable for the Option Shares in one or
more installments as specified in the Grant Notice. As the option becomes exercisable for such installments, those installments shall accumulate, and the option shall remain exercisable for the
accumulated installments until the Expiration Date or sooner termination of the option term under Paragraph 5 or 6. 


        5.    Cessation of Service.    The option term specified in Paragraph 2 shall terminate
(and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: 




        (i)    Should
Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this option is outstanding, then the period for
exercising this option shall be limited to a three (3)-month period measured from the date of such cessation of Service but in no event shall this option be exercisable at any time after the
Expiration Date. 










 



        (ii)   Should
Optionee die while holding this option, then the personal representative of Optionee's estate or the person or persons to whom the option is transferred pursuant
to Optionee's will or in accordance with the laws of descent and distribution shall have the right to exercise this option. Such right shall lapse, and this option shall cease to be outstanding, upon
the earlier of the expiration of the twelve (12)-month period measured from the date of Optionee's death or the Expiration Date. 


        (iii)  Should
Optionee cease Service by reason of Permanent Disability while this option is outstanding, then the period for exercising this option shall be limited to a
twelve (12)-month period measured from the date of such cessation of Service. In no event shall this option be exercisable at any time after the Expiration Date. 


        (iv)  Should
Optionee's Service be terminated for Misconduct, then this option shall terminate immediately and cease to remain outstanding. 


        (v)   During
the limited period of post-Service exercisability, this option may not be exercised in the aggregate for more than the number of Option Shares in
which Optionee is, at the time of Optionee's cessation of Service, vested in accordance with the Vesting Schedule specified in the Grant Notice or the special vesting acceleration provisions of
Paragraph 6. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this option shall terminate and cease to be outstanding for any vested Option Shares
for which the option has not been exercised. To the extent Optionee is not vested in the Option Shares at the time of Optionee's cessation of Service, this option shall immediately terminate and cease
to be outstanding with respect to those shares. 





        6.    Special Acceleration of Option.    



        (a)   Except
as otherwise provided below, the Option Shares subject to this option at the time of a Corporate Transaction but not otherwise vested shall automatically vest in
part and the Corporation's repurchase rights with respect to those Option Shares shall immediately terminate as follows so that this option shall, immediately prior to the effective date of the
Corporate Transaction, become exercisable for all such Option Shares as fully-vested shares of Common Stock: 



        (i)    In
the event Optionee has completed less than one (1) year of Service prior to the effective date of the Corporate Transaction, Optionee shall vest in that number
of shares subject to this option equal to the number of shares in which Optionee would have vested upon completion of one (1) year of Service. 


        (ii)   In
the event Optionee has completed at least one (1) year of Service prior to the effective date of the Corporate Transaction, Optionee shall vest with respect
to fifty percent (50%) of the unvested shares of Common Stock at the time subject to this option. 





        No
such accelerated vesting of the Option Shares, however, shall occur if and to the extent: (i) this option is, in connection with the Corporate Transaction, either to be assumed
by the successor corporation (or parent thereof) in the Corporate Transaction and the Corporation's repurchase rights with respect to the unvested Option Shares are assigned to such or
(ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Option Shares at the time of the Corporate
Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting Schedule. 



2







 


        (b)   Immediately
following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or
parent thereof) in connection with the Corporate Transaction. 


        (c)   If
this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to
apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate
Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. 


        (d)   This
Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to
merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 




        7.    Adjustment in Option Shares.    Should any change be made to the Common Stock by reason
of any stock split, tack 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 total number and/or class of securities subject to this
option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder. 


        8.    Stockholder Rights.    The holder of this option shall not have any stockholder rights
with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become the record holder of the purchased shares. 



        9.    Manner of Exercising Option.    



        (a)   In
order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or
persons exercising the option) must take the following actions: 



        (i)    Execute
and deliver to the Corporation a Purchase Agreement for the Option Shares for which the option is exercised. 


        (ii)   Pay
the aggregate Exercise Price for the purchased shares in one or more of the following forms: 



        (A)  cash
or check made payable to the Corporation; or 


        (B)  a
promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 14. 





        Should
the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows: 




        (C)  in
shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the
Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or 


        (D)  to
the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or
persons exercising the option) shall concurrently provide irrevocable instructions to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the
Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise 






3







 







Price
payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and to the
Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. 





        Except
to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Purchase Agreement delivered
to the Corporation in connection with the option exercise. 



        (iii)  Furnish
to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. 



        (iv)  Execute
and deliver to the Corporation such written representations as may be requested by the Corporation in order for it to comply with the applicable requirements of
Federal and state securities laws. 


        (v)   Make
appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state and local income
and employment tax withholding requirements applicable to the option exercise. 




        (b)   As
soon as practical after the Exercise Date, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a
certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed
with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. 


        (c)   In
no event may this option be exercised for any fractional shares. 




        10.    REPURCHASE RIGHTS.    ALL OPTION SHARES
ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE CORPORATION AND ITS
ASSIGNS TO REPURCHASE THOSE SHARES IN ACCORDANCE WITH THE TERMS SPECIFIED IN THE PURCHASE AGREEMENT.


        11.    Compliance with Laws and Regulations.    



        (a)   The
exercise of this option and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation and Optionee with all applicable
requirements of law relating thereto and with all applicable regulations of any stock exchange (or the Nasdaq National Market, if applicable) on which the Common Stock may be listed for trading at the
time of such exercise and issuance. 


        (b)   The
inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance and sale
of any Common Stock pursuant to this option shall relieve the Corporation of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not
have been obtained. The Corporation, however, shall use its best efforts to obtain all such approvals. 




        12.    Successors and Assigns.    Except to the extent otherwise provided in Paragraphs 3 and
6, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Optionee, Optionee's assigns and the legal representatives,
heirs and legatees of Optionee's estate. 


        13.    Notices.    Any notice required to be given or delivered to the Corporation under the
terms of this Agreement shall be in writing and addressed to the Corporation at its principal 



4







 




corporate
offices. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the address indicated below Optionee's signature line on the Grant Notice.
All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. 


        14.    Financing.    The Plan Administrator may, in its absolute discretion and without any
obligation to do so, permit Optionee to pay the Exercise Price for the purchased Option Shares by delivering a full-recourse, interest-bearing promissory note secured by those Option
Shares. The payment schedule in effect for any such promissory note shall be established by the Plan Administrator in its sole discretion. 


        15.    Construction.    This Agreement and the option evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or
this Agreement shall be conclusive and binding on all persons having an interest in this option. 



        16.    Governing Law.    The interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of Texas without resort to that State's conflict-of-laws rules. 


        17.    Stockholder Approval.    If the Option Shares covered by this Agreement exceed, as of
the Grant Date, the number of shares of Common Stock which may without stockholder approval be issued under the Plan, then this option shall be void with respect to such excess shares, unless
stockholder approval of an amendment sufficiently increasing the number of shares of Common Stock issuable under the Plan is obtained in accordance with the provisions of the Plan. 


        18.    Additional Terms Applicable to an Incentive Option.    In the event this option is
designated an Incentive Option in the Grant Notice, the following terms and conditions shall also apply to the grant: 



        (a)   This
option shall cease to qualify for favorable tax treatment as an Incentive Option if (and to the extent) this option is exercised for one or more Option Shares: more
than three (3) months after the date Optionee ceases to be an Employee for any reason other than death or Disability or more than twelve (12) months after the date Optionee ceases to be
an Employee by reason of Permanent Disability. 


        (b)   This
option shall not become exercisable in the calendar year in which granted if (and to the extent) the aggregate Fair Market Value (determined at the Grant Date) of
the Common Stock for which this option would otherwise first become exercisable in such calendar year would, when added to the aggregate value (determined as of the respective date or dates of grant)
of the Common Stock and any other securities for which one or more other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the
Corporation or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. To the extent the exercisability of
this option is deferred by reason of the foregoing limitation, the deferred portion shall become exercisable in the first calendar year or years thereafter in which the One Hundred Thousand Dollar
($100,000) limitation of this Paragraph 18(b) would not be contravened, but such deferral shall in all events end immediately prior to the effective date of a Corporate Transaction in which
this option is not to be assumed, whereupon the option shall become immediately exercisable as a Non-Statutory Option for the deferred portion of the Option Shares. 



        (c)   Should
Optionee hold, in addition to this option, one or more other options to purchase Common Stock which become exercisable for the first time in the same calendar
year as this option, then the
foregoing limitations on the exercisability of such options as Incentive Options shall be applied on the basis of the order in which such options are granted. 




5












   APPENDIX  


        The following definitions shall be in effect under the Agreement: 


        A.    Agreement shall mean this Stock Option Agreement. 


        B.    Board shall mean the Corporation's Board of Directors. 


        C.    Code shall mean the Internal Revenue Code of 1986, as amended. 


        D.    Common Stock shall mean the Corporation's common stock. 



        E.    Corporate Transaction shall mean either of the following stockholder-approved transactions to which the Corporation is a
party: 




        (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 Corporation's assets in complete liquidation or dissolution of the Corporation. 





        F.     Corporation shall mean Convio, Inc., a Delaware corporation, and any successor corporation to all or substantially
all of the assets or voting stock of Convio, Inc. which shall be appropriate action adopt the Plan. 


        G.    Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the
control and direction of the employer entity as to both the work to be performed and the manner and method of performance. 


        H.    Exercise Date shall mean the date on which the option shall have been exercised in accordance with Paragraph 9 of
the Agreement. 


        I.     Exercise Price shall mean the exercise price payable per Option Share as specified in the Grant Notice. 



        J.     Expiration Date shall mean the date on which the option expires as specified in the Grant Notice. 


        K.    Fair Market Value per 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 the 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. 




A-1







 





        (iii)  If
the Common Stock is at the time neither listed on any Stock Exchange nor traded on the Nasdaq National Market, then the Fair Market Value shall be determined by the
Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate. 





        L.    Grant Date shall mean the date of grant of the option as specified in the Grant Notice. 


        M.   Grant Notice shall mean the Notice of Grant of Stock Option accompanying the Agreement, pursuant to which Optionee has
been informed of the basic terms of the option evidenced hereby. 


        N.    Immediate Family of Optionee shall mean Optionee's child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law, including adoptive relationships. 


        O.    Incentive Option shall mean an option which satisfies the requirements of Code Section 422. 


        P.     Misconduct shall mean the commission of any act of fraud, embezzlement or dishonesty by Optioned, any unauthorized use or
disclosure by Optionee of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by Optionee adversely affecting the business
or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Corporation (or
any Parent or Subsidiary) may consider as grounds for the dismissal or discharge of Optionee or any other individual in the Service of the Corporation (or any Parent or Subsidiary). 


        Q.    1934 Act shall mean the Securities Exchange Act of 1934, as amended. 


        R.    Non-Statutory Option shall mean an option not intended to satisfy the requirements of Code Section 422. 



        S.     Option Shares shall mean the number of shares of Common Stock subject to the option as specified in the Grant Notice. 


        T.     Optionee shall mean the person to whom the option is granted as specified in the Grant Notice. 


        U.    Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the
Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain. 


        V.     Permanent Disability shall mean the inability of Optionee to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which is expected to, result in death or has lasted or can be expected to last for a continuous period of twelve (12) months or more 



        W.    Plan shall mean the Corporation's 1999 Stock Option/Stock Issuance Plan. 


        X.    Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as administrator of the
Plan. 


        Y.    Purchase Agreement shall mean the stock purchase agreement in substantially the form of Exhibit B to the Grant
Notice. 


        Z.    Service shall mean Optionee's performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of
an Employee, a non-employee member of the board of directors or a consultant or independent advisor. 


        AA. Stock Exchange shall mean the American Stock Exchange or the New York Stock Exchange. 


A-2







 



        BB.  Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with
the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations in such chain. 


        CC. Vesting Schedule shall mean the vesting schedule specified in the Grant Notice pursuant to which the Optionee is to vest
in the Option Shares in a series of installments over his or her period of Service. 


A-3








EXHIBIT B  


 STOCK PURCHASE AGREEMENT  







CONVIO, INC.
  STOCK PURCHASE AGREEMENT  


        AGREEMENT made as of this __________________ day of __________________, 19____, by and between
Convio, Inc., a Delaware corporation and __________________ Optionee under the Corporation's 1999 Stock Option/Stock Issuance Plan. 


        All
capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement or in the attached Appendix. 



        A.    EXERCISE OF OPTION    



        1.    Exercise.    Optionee hereby purchases __________________ shares of Common Stock (the
"Purchased Shares") pursuant to that certain option (the "Option") granted Optionee on __________________, 199____ (the "Grant Date") to purchase up to __________________ shares of Common Stock under
the Plan at the exercise price of $______________ per share (the "Exercise Price"). 



        2.    Payment.    Concurrently with the delivery of this Agreement to the Corporation,
Optionee shall pay the Exercise Price for the Purchased Shares in accordance with the provisions of the Option Agreement and shall deliver whatever additional documents may be required by the Option
Agreement as a condition for exercise, together with a duly-executed blank Assignment Separate from Certificate (in the form attached hereto as Exhibit I) with respect to the
Purchased Shares. 


        3.    Escrow.    The Corporation shall have the right to hold the certificates representing
any Purchased Shares which are subject to the Repurchase Right in escrow. 


        4.    Stockholder Rights.    Until such time as the Corporation exercises the Repurchase Right
or the First Refusal Right, Optionee (or any successor in interest) shall have all the rights of a stockholder (including voting, dividend and liquidation rights) with respect to the Purchased Shares,
including any Purchased Shares held in escrow hereunder, subject, however, to the transfer restrictions of Articles B and C. 




        B.    SECURITIES LAW COMPLIANCE    



        1.    Restricted Securities.    The Purchased Shares have not been registered under the 1933
Act and are being issued to Optionee in reliance upon the exemption from such registration provided by SEC Rule 701 for stock issuances under compensatory benefit plans such as the Plan.
Optionee hereby confirms that Optionee has been informed that the Purchased Shares are restricted securities under the 1933 Act and may not be resold or transferred unless the Purchased Shares are
first registered under the Federal securities laws or unless an exemption from such registration is available. Accordingly, Optionee hereby acknowledges that Optionee is prepared to hold the Purchased
Shares for an indefinite period and that Optionee is aware that SEC Rule 144 issued under the 1933 Act which exempts certain resales of unrestricted securities is not presently available to
exempt the resale of the Purchased Shares from the registration requirements of the 1933 Act. 


        2.    Restrictions on Disposition of Purchased Shares.    Optionee shall make no disposition
of the Purchased Shares (other than a Permitted Transfer) unless and until there is compliance with all of the following requirements: 




        (i)    Optionee
shall have provided the Corporation with a written summary of the terms and conditions of the proposed disposition. 


        (ii)   Optionee
shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares. 


        (iii)  Optionee
shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that (a) the proposed disposition
does not require registration of the Purchased Shares under the 1933 Act or (b) all appropriate 










 






action
necessary for compliance with the registration requirements of the 1933 Act or any exemption from registration available under the 1933 Act (including Rule 144) has been taken. 





        The
Corporation shall not be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in
violation of the provisions of this Agreement or (ii) to treat as the owner of the Purchased Shares, or otherwise to accord voting, dividend or
liquidation rights to, any transferee to whom the Purchased Shares have been transferred in contravention of this Agreement. 


        3.    Restrictive Legends.    The stock certificates for the Purchased Shares shall be
endorsed with the following restrictive legends: 




        (i)    "The
shares represented by this certificate have not been registered under the Securities Act of 1933. The shares may not be sold or offered for sale in the absence of
(a) an effective registration statement for the shares under such Act, (b) a 'no action' letter of the Securities and Exchange Commission with respect to such sale or offer or
(c) satisfactory assurances to the Corporation that registration under such Act is not required with respect to such sale or offer." 


        (ii)   "The
shares represented by this certificate are unvested and are subject to certain repurchase rights and rights of first refusal granted to the Corporation and
accordingly may not be sold, assigned, transferred, encumbered, or in any manner disposed of except in conformity with the terms of a written agreement dated            ,
199    between
the Corporation and the registered holder of the shares (or the predecessor in interest to the shares). A copy of such agreement is maintained at the Corporation's principal corporate offices." 






        C.    TRANSFER RESTRICTIONS    



        1.    Restriction on Transfer.    Except for any Permitted Transfer, Optionee shall not
transfer, assign, encumber or otherwise dispose of any of the Purchased Shares which are subject to the Repurchase Right. In addition, Purchased Shares which are released from the Repurchase Right
shall not be transferred, assigned, encumbered or otherwise disposed of in contravention of the First Refusal Right or the Market Stand-Off. 


        2.    Transferee Obligations.    Each person (other than the Corporation) to whom the
Purchased Shares are transferred by means of a Permitted Transfer must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Corporation that such person is bound
by the provisions of this Agreement and that the transferred shares are subject to (i) the Repurchase Right, (ii) the First Refusal Right and (iii) the Market
Stand-Off, to the same extent such shares would be so subject if retained by Optionee. 


        3.    Market Stand-Off.    



        (a)   In
connection with any underwritten public offering by the Corporation of its equity securities pursuant to an effective registration statement filed under the 1933 Act,
including the Corporation's initial public offering, Owner shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for
value or otherwise agree to engage in any of the foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Corporation or its underwriters. Such restriction
(the "Market Stand-Off") shall be in effect for such period of time from and after the effective date of the final prospectus for the offering as may be requested by the Corporation or
such underwriters. In no event, however, shall such period exceed one hundred 




2







 


eighty
(180) days and the Market Stand-Off shall in all events terminate two (2) years after the effective date of the Corporation's initial public offering. 



        (b)   Owner
shall be subject to the Market Stand-Off provided and only if the officers and directors of the
Corporation are also subject to similar restrictions. 


        (c)   Any
new, substituted or additional securities which are by reason of any Recapitalization or Reorganization distributed with respect to the Purchased Shares shall be
immediately subject to the Market Stand-Off, to the same extent the Purchased Shares are at such time covered by such provisions. 



        (d)   In
order to enforce the Market Stand-Off, the Corporation may impose stop-transfer instructions with respect to the Purchased Shares until the
end of the applicable stand-off period. 





        D.    REPURCHASE RIGHT    



        1.    Grant.    The Corporation is hereby granted the right (the "Repurchase Right"),
exercisable at any time during the ninety (90)-day period following the date Optionee ceases for any reason to remain in Service or (if later) during the ninety (90)-day period
following the execution date of this Agreement, to repurchase at the Exercise Price all or any portion of the Purchased Shares in which Optionee is not, at the time of his or her cessation of Service,
vested in accordance with the Vesting Schedule (such shares to be hereinafter referred to as the "Unvested Shares"). 


        2.    Exercise of the Repurchase Right.    The Repurchase Right shall be exercisable by
written notice delivered to each Owner of the Unvested Shares prior to the expiration of the ninety (90)-day exercise period. The notice shall indicate the number of Unvested Shares to be
repurchased and the date on which the repurchase is to be effected, such date to be not more than thirty (30) days after the date of such notice. The certificates representing the Unvested
Shares to be repurchased shall be delivered to the Corporation prior to the close of business on the date specified for the repurchase. Concurrently with the receipt of such stock certificates, the
Corporation shall pay to Owner, in cash or cash equivalents (including the cancellation of any purchase-money indebtedness), an amount equal to the Exercise Price previously paid for the Unvested
Shares which are to be repurchased from Owner. 


        3.    Termination of the Repurchase Right.    The Repurchase Right shall terminate with
respect to any Unvested Shares for which it is not timely exercised under Paragraph D.2. In addition, the Repurchase Right shall terminate and cease to be exercisable with respect to any and
all Purchased Shares in which Optionee vests in accordance with the Vesting Schedule. All Purchased Shares as to which the Repurchase Right lapses shall, however, remain subject to (i) the
First Refusal Right and (ii) the Market Stand-Off. 


        4.    Aggregate Vesting Limitation.    If the Option is exercised in more than one increment
so that Optionee is a party to one or more other Stock Purchase Agreements (the "Prior Purchase Agreements") which are executed prior to the date of this Agreement, then the total number of Purchased
Shares as to which Optionee shall be deemed to have a fully-vested interest under this Agreement and all Prior Purchase Agreements shall not exceed in the aggregate the number of Purchased Shares in
which Optionee would otherwise at the time be vested, in accordance with the Vesting Schedule, had all the Purchased Shares (including those acquired under the Prior Purchase Agreements) been acquired
exclusively under this Agreement. 


        5.    Recapitalization.    Any new, substituted or additional securities or other property
(including cash paid other than as a regular cash dividend) which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be immediately subject to the Repurchase 



3







 




Right,
but only to the extent the "Purchased Shares are at the time covered by such right. Appropriate adjustments to reflect such distribution shall be made to the number and/or class of Purchased
Shares subject to this Agreement and to the price per share to be paid upon the exercise of the Repurchase Right in order to reflect the effect of any such Recapitalization upon the Corporation's
capital structure; provided, however, that the aggregate purchase price shall remain the same. Any securities or other property (including cash)
distributed with respect to the Purchased Shares may be held in escrow. 


        6.    Corporate Transaction.    



        (a)   The
Repurchase Right shall lapse in part immediately prior to the consummation of the Corporate Transaction as follows, except to the extent assigned to the successor
corporation (or parent thereof) in connection with the Corporate Transaction: 



        (i)    In
the event Optionee has completed less than one (1) year of Service prior to the effective date of the Corporate Transaction, the Repurchase Right applicable to
the Purchased Shares shall terminate with respect to the number of shares in which Optionee would have vested upon completion of one (1) year of Service (subject to the aggregate vesting
limitations set forth in Paragraph 4 above). 


        (ii)   In
the event Optionee has completed at least one (1) year of Service prior to the effective date of the Corporate Transaction, the Repurchase Right applicable to
the Purchased Shares shall lapse with respect to fifty percent (50%) of the shares in which the Participant is at the time unvested. 




        (b)   To
the extent the Repurchase Right remains in effect following a Corporate Transaction, such right shall apply to the new capital stock or other property (including any
cash payments) received in exchange for the Purchased Shares in consummation of the Corporate Transaction, but only to the extent the Purchased Shares are at the time covered by such right.
Appropriate adjustments shall be made to the price per share payable upon exercise of the Repurchase Right to reflect the effect of the Corporate Transaction upon the Corporation's capital structure;  provided, however, that the aggregate purchase price shall remain the same. Any capital stock or other property (including any cash payments) received
in exchange for the Purchased Shares may be held in escrow. 





        E.    RIGHT OF FIRST REFUSAL    



        1.    Grant.    The Corporation is hereby granted the right of first refusal (the "First
Refusal Right"), exercisable in connection with any proposed transfer of the Purchased Shares in which Optionee has vested in accordance with the Vesting Schedule. For purposes of this
Article E, the term "transfer" shall include any sale, assignment, pledge, encumbrance or other disposition of the Purchased Shares intended to be made by Owner, but shall not include any
Permitted Transfer. 


        2.    Notice of Intended Disposition.    In the event any Owner of Purchased Shares in which
Optionee has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares subject to such offer to be hereinafter referred to as the
"Target Shares"), Owner shall promptly (i) deliver to the Corporation written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the
third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in
Articles B and C. 


        3.    Exercise of the First Refusal Right.    The Corporation shall, for a period of
forty-five (45) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares subject to the Disposition Notice upon the same terms
as those specified therein or upon such other terms (not materially different from those specified in the Disposition Notice) to 



4







 




which
Owner consents. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") to Owner prior to the expiration of the forty-five (45)-day exercise
period. If such right is exercised with respect to all the Target Shares, then the Corporation shall effect the repurchase of such shares, including payment of the purchase price, not more than
fifteen (15) business days after delivery of the Exercise Notice; and at such time the certificates representing the Target Shares shall be delivered to the Corporation. 



        Should
the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Corporation shall have the right to pay the
purchase price in the form of cash equal in amount to the value of such property. If Owner and the Corporation cannot agree on such cash value within thirty (30) days after the Corporation's
receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by Owner and the Corporation or, if they cannot agree on an appraiser within
forty-five (45) days after the Corporation's receipt of the Disposition Notice, each shall select an appraiser of recognized standing and the two (2) appraisers shall
designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by Owner and the Corporation. The closing
shall then be held on the later of (i) the fifteenth (15th) business day following delivery of the Exercise Notice or (ii) the fifteenth
(15th) business day after such valuation shall have been made. 


        4.    Non-Exercise of the First Refusal Right.    In the event the Exercise Notice
is not given to Owner prior to the expiration of the forty-five (45)-day exercise period,
Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms
(including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any
such sale or disposition must not be effected in contravention of the provisions of Article B and Paragraph C.3. The third-party offeror shall acquire the Target Shares free and clear of
the Repurchase Right and the First Refusal Right, but the acquired shares shall remain subject to Article B and Paragraph C.3. In the event Owner does not effect such sale or disposition
of the Target Shares within the specified thirty (30)-day period, the First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by Owner until
such right lapses. 


        5.    Partial Exercise of the First Refusal Right.    In the event the Corporation makes a
timely exercise of the First Refusal Right with respect to a portion, but not all, of the Target Shares specified in the Disposition Notice, Owner shall have the option, exercisable by written notice
to the Corporation delivered within fifteen (15) business days after Owner's receipt of the Exercise Notice, to effect the sale of the Target Shares pursuant to either of the following
alternatives: 




        (i)    sale
or other disposition of all the Target Shares to the third-party offeror identified in the Disposition Notice, but in full compliance with the requirements of
Paragraph E.4, as if the Corporation did not exercise the First Refusal Right; or 


        (ii)   sale
to the Corporation of the portion of the Target Shares which the Corporation has elected to purchase, such sale to be effected in substantial conformity with the
provisions of Paragraph E.3. The First Refusal Right shall continue to be applicable to any subsequent disposition of the remaining Target Shares until such right lapses. 





        Failure
of Owner to deliver timely notification to the Corporation shall be deemed to be an election by Owner to sell the Target Shares pursuant to alternative (i) above. 



5







 

        6.    Recapitalization/Reorganization.    



        (a)   Any
new, substituted or additional securities or other property which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be
immediately subject to the First Refusal Right, but only to the extent the Purchased Shares are at the time covered by such right. 


        (b)   In
the event of a Reorganization, the First Refusal Right shall remain in full force and effect and shall apply to the new capital stock or other property received in
exchange for the Purchased Shares in consummation of the Reorganization, but only to the extent the Purchased Shares are at the time covered by such right. 




        7.    Lapse.    The First Refusal Right shall lapse upon the  earliest to occur of (i) the
first date on which shares of the Common Stock are held of record by more than five hundred (500) persons,
(ii) a determination is made by the Board that a public market exists for the outstanding shares of Common Stock or (iii) a firm commitment underwritten public offering, pursuant to an
effective registration statement under the 1933 Act, covering the offer and sale of the Common Stock in the aggregate amount of at least ten million dollars ($10,000,000). However, the Market
Stand-Off shall continue to remain in full force and effect following the lapse of the First Refusal Right 




        F.    SPECIAL TAX ELECTION    



        The
acquisition of the Purchased Shares may result in adverse tax consequences which may be avoided or mitigated by filing an election under Code Section 83(b). Such election must
be filed within thirty (30) days after the date of this Agreement. A description of the tax consequences applicable to the acquisition of the Purchased Shares and the form for making the Code
Section 83(b) election are set forth in Exhibit II. OPTIONEE SHOULD CONSULT WITH HIS OR HER TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF ACQUIRING THE
PURCHASED SHARES AND THE ADVANTAGES AND DISADVANTAGES OF FILING THE CODE SECTION 83(b) ELECTION. OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE RESPONSIBILITY, AND NOT THE CORPORATION'S, TO FILE A
TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF OPTIONEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF. 




        G.    GENERAL PROVISIONS    



        1.    Assignment.    The Corporation may assign the Repurchase Right and/or the First Refusal
Right to any person or entity selected by the Board, including (without limitation) one or more stockholders of the Corporation. 


        2.    No Employment or Service Contract.    Nothing in this Agreement or in the Plan shall
confer upon Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary
employing or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee's Service at any time for any reason, with or without cause. 


        3.    Notices.    Any notice required to be given under this Agreement shall be in writing and
shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, registered or certified, postage prepaid and properly addressed to the party entitled to such notice at the address
indicated below such party's signature line on this Agreement or at such other address as such party may designate by ten (10) days advance written notice under this paragraph to all other
parties to this Agreement. 


        4.    No Waiver.    The failure of the Corporation in any instance to exercise the Repurchase
Right or the First Refusal Right shall not constitute a waiver of any other repurchase rights and/or 



6







 




rights
of first refusal that may subsequently arise under the provisions of this Agreement or any other agreement between the Corporation and Optionee. No waiver of any breach or condition of this
Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. 


        5.    Cancellation of Shares.    If the Corporation shall make available, at the time and
place and in the amount and form provided in this Agreement, the consideration for the Purchased Shares to be repurchased in accordance with the provisions of this Agreement, then from and after such
time, the person from whom such shares are to be repurchased shall no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance
with this Agreement). Such shares shall be deemed purchased in accordance with the applicable provisions hereof, and the Corporation shall be deemed the owner and holder of such shares, whether or not
the certificates therefor have been delivered as required by this Agreement. 


        6.    Optionee Undertaking.    Optionee hereby agrees to take whatever additional action and
execute whatever additional documents the Corporation may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either Optionee or the
Purchased Shares pursuant to the provisions of this Agreement. 



        7.    Governing Law.    This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Texas without resort to that State's conflict-of-laws rules. 


        8.    Successors and Assigns.    The provisions of this Agreement shall inure to the benefit
of, and be binding upon, the Corporation and its successors and assigns and upon Optionee, Optionee's permitted assigns and the legal representatives, heirs and legatees of Optionee's estate, whether
or not any such person shall have become a party to this Agreement and have agreed in writing to join herein and be bound by the terms hereof. 



7







 

        IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated above. 



	 	 	CONVIO, INC.
	

 	
 	

By:	

    

	 	 	Title:	    

	 	 	Address:	    

	 	 	    
    
OPTIONEE
	

 	
 	

Address:	

    

	 	 	    





8








EXHIBIT I  


 ASSIGNMENT SEPARATE FROM CERTIFICATE  


        FOR VALUE RECEIVED                          hereby sell(s),
assign(s) and transfer(s) unto Convio, Inc. (the "Corporation"),
                         (            ) shares of the
Common Stock of the Corporation standing in his or her name on the books of the Corporation
represented by Certificate No.                          herewith and do(es) hereby irrevocably constitute and appoint
                         Attorney to
transfer the said stock on the books of the Corporation with full power of substitution in the premises. 


Dated:
             


Signature:                                      
                                  
 


Instruction: Please do not fill in any blanks other than the signature line. Please sign exactly as you would like your name to appear on the issued
stock certificate. The purpose of this assignment is to enable the Corporation to exercise the Repurchase Right without requiring additional signatures on the part of Optionee. 








   EXHIBIT II  


 FEDERAL INCOME TAX CONSEQUENCES

AND SECTION 83(b) TAX ELECTION  


        I.    Federal Income Tax Consequences and Section 83(b) Election For Exercise of Non-Statutory
Option.    If the Purchased Shares are acquired pursuant to the exercise of a Non-Statutory Option, as specified in the Grant Notice, then under Code
Section 83, the excess of the Fair Market Value of the Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the Exercise Price paid for such shares will
be reportable as ordinary income on the lapse date. For this purpose, the term "forfeiture restrictions" includes the right of the Corporation to repurchase the Purchased Shares pursuant to the
Repurchase Right. However, Optionee may elect under Code Section 83(b) to be taxed at the time the Purchased Shares are acquired, rather than when and as such Purchased Shares cease to be
subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of the Agreement. Even if the Fair Market Value of
the Purchased Shares on the date of the Agreement equals the Exercise Price paid (and thus no tax is payable), the election must be made to avoid adverse tax consequences in the future. The form for
making this election is attached as part of this exhibit. FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF
ORDINARY INCOME BY OPTIONEE AS THE FORFEITURE RESTRICTIONS LAPSE. 


        II.    Federal Income Tax Consequences and Conditional Section 83(b) Election For Exercise of Incentive
Option.    If the Purchased Shares are acquired pursuant to the exercise of an Incentive Option, as specified in the Grant Notice, then the following tax principles
shall be applicable to the Purchased Shares: 




        (i)    For
regular tax purposes, no taxable income will be recognized at the time the Option is exercised. 


        (ii)   The
excess of (a) the Fair Market Value of the Purchased Shares on the date the Option is exercised or (if later) on the date any forfeiture restrictions
applicable to the Purchased Shares lapse over (b) the
Exercise Price paid for the Purchased Shares will be includible in Optionee's taxable income for alternative minimum tax purposes. 



        (iii)  If
Optionee makes a disqualifying disposition of the Purchased Shares, then Optionee will recognize ordinary income in the year of such disposition equal in amount to
the excess of (a) the Fair Market Value of the Purchased Shares on the date the Option is exercised or (if later) on the date any forfeiture restrictions applicable to the Purchased Shares
lapse over (b) the Exercise Price paid for the Purchased Shares. Any additional gain recognized upon the disqualifying disposition will be either short-term or long-term
capital gain depending upon the period for which the Purchased Shares are held prior to the disposition. 


        (iv)  For
purposes of the foregoing, the term "forfeiture restrictions" will include the right of the Corporation to repurchase the Purchased Shares pursuant to the
Repurchase Right. The term "disqualifying disposition" means any sale or other disposition1 of the Purchased Shares within two (2) years after the Grant Date or within one
(1) year after the exercise date of the Option. 






	1
	Generally,
a disposition of shares purchased under an Incentive Option includes any transfer of legal title, including a transfer by sale, exchange or gift, but does not
include a transfer to the Optionee's spouse, a transfer into joint ownership with right of survivorship if Optionee remains one of the joint owners, a pledge, a transfer by bequest or inheritance or
certain tax free exchanges permitted under the Code. 


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        (v)   Optionee
may, in connection with the exercise of the Option for any Purchased Shares at the time subject to forfeiture restrictions, file a protective election
under Code Section 83(b) which would limit Optionee's alternative minimum taxable income upon exercise to the excess of the Fair Market Value of the Purchased Shares on the date the Option is
exercised over the Exercise Price paid for the Purchased Shares. In the absence of final Treasury Regulations relating to Incentive Options, it is not certain whether Optionee may similarly
file a protective election under Section 83(b) which would limit Optionee's ordinary income upon a disqualifying disposition to the excess of the Fair Market Value of the Purchased
Shares on the date the Option is exercised over the Exercise Price paid for the Purchased Shares. Accordingly, such election if properly filed will only be allowed to the extent the final Treasury
Regulations permit such a protective election. Page 2 of the attached form for making the election should be filed with any election made in connection with the exercise of an Incentive Option. 




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O  SECTION 83(b) ELECTION  


        This statement is being made under Section 83(b) of the Internal Revenue Code, pursuant to Treas. Reg. Section 1.83-2. 


	(1)
	The
taxpayer who performed the services is:

Name:

Address:

Taxpayer Ident. No.:



	(2)
	The
property with respect to which the election is being made is                          shares of the common stock of Convio,
 Inc.



	(3)
	The
property was issued on                         .



	(4)
	The
taxable year in which the election is being made is the calendar year                         .



	(5)
	The
property is subject to a repurchase right pursuant to which the issuer has the right to acquire the property at the original purchase price if for any reason taxpayer's employment
with the issuer is terminated. The issuer's repurchase right lapses in a series of installments over a
                        -year period ending on
                        , 200    .



	(6)
	The
fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) is
$                         per share.



	(7)
	The
amount paid for such property is $                         per share.



	(8)
	A
copy of this statement was furnished to Convio, Inc. for whom taxpayer rendered the services underlying the transfer of property.



	(9)
	This
statement is executed on                         . 






	
 Spouse (if any)	 	
 Taxpayer





This election must be filed with the Internal Revenue Service Center with which taxpayer files his or her Federal income tax returns and must be made within thirty
(30) days after the execution date of the Stock Purchase Agreement. This filing should be made by registered or certified mail, return receipt requested. Optionee must retain two
(2) copies of the completed form for filing with his or her Federal and state tax returns for the current tax year and an additional copy for his or her records.


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The
property described in the above Section 83(b) election is comprised of shares of common stock acquired pursuant to the exercise of an incentive stock option under Section 422 of the
Internal
Revenue Code (the "Code"). Accordingly, it is the intent of the Taxpayer to utilize this election to achieve the following tax results: 


        1.     The
purpose of this election is to have the alternative minimum taxable income attributable to the purchased shares measured by the amount by which the fair market value
of such shares at the time of their transfer to the Taxpayer exceeds the purchase price paid for the shares. In the absence of this election, such alternative minimum taxable income would be measured
by the spread between the fair market value of the purchased shares and the purchase price which exists on the various lapse dates in effect for the forfeiture restrictions applicable to such shares.
The election is to be effective to the full extent permitted under the Code. 


        2.     Section 421(a)(1)
of the Code expressly excludes from income any excess of the fair market value of the purchased shares over the amount paid for such shares.
Accordingly, this election is also intended to be effective in the event there is a "disqualifying disposition" of the shares, within the meaning of Section 421(b) of the Code, which would
otherwise render the provisions of Section 83(a) of the Code applicable at that time. Consequently, the Taxpayer hereby elects to have the amount of disqualifying disposition income measured by
the excess of the fair market value of the purchased shares on the date of transfer to the Taxpayer over the amount paid for such shares. Since Section 421(a) presently applies to the shares
which are the subject of this Section 83(b) election, no taxable income is actually recognized for regular tax purposes at this time, and no income taxes are payable, by the Taxpayer as a
result of this election. 


THIS PAGE 2 IS TO BE ATTACHED TO ANY SECTION 83(b) ELECTION FILED IN CONNECTION WITH THE EXERCISE OF AN INCENTIVE STOCK OPTION UNDER THE FEDERAL TAX
LAWS.


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   APPENDIX  


        The following definitions shall be in effect under the Agreement: 


        A.    Agreement shall mean this Stock Purchase Agreement. 


        B.    Board shall mean the Corporation's Board of Directors. 


        C.    Code shall mean the Internal Revenue Code of 1986, as amended. 


        D.    Common Stock shall mean the Corporation's common stock. 



        E.    Corporate Transaction shall mean either of the following stockholder-approved 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 Corporation's assets in complete liquidation or dissolution of the Corporation. 





        F.     Corporation shall mean Convio, Inc., a Delaware corporation. 


        G.    Disposition Notice shall have the meaning assigned to such term in Paragraph E2. 



        H.    Exercise Notice shall have the meaning assigned to such term in Paragraph E.3. 


        I.     Exercise Price shall have the meaning assigned to such term in Paragraph A.1. 


        J.     Fair Market Value of a share of Common Stock on any relevant date, prior to the initial public offering of the Common
Stock, shall be determined by the Plan Administrator after taking into account such factors as it shall deem appropriate. 



        K.    First Refusal Right shall mean the right granted to the Corporation in accordance with Article E. 


        L.    Grant Date shall have the meaning assigned to such term in Paragraph A.1. 


        M.   Grant Notice shall mean the Notice of Grant of Stock Option pursuant to which Optionee has been informed of the basic
terms of the Option. 


        N.    Incentive Option shall mean an option which satisfies the requirements of Code Section 422. 


        O.    Market Stand-Off shall mean the market stand-off restriction specified in Paragraph C.3. 


        P.     1933 Act shall mean the Securities Act of 1933, as amended. 



        Q.    Non-Statutory Option shall mean an option not intended to satisfy the requirements of Code Section 422. 


        R.    Option shall have the meaning assigned to such term in Paragraph A.1. 


        S.     Option Agreement shall mean all agreements and other documents evidencing the Option. 



        T.     Optionee shall mean the person to whom the Option is granted under the Plan. 


        U.    Owner shall mean Optionee and all subsequent holders of the Purchased Shares who derive their chain of ownership through a
Permitted Transfer from Optionee. 


        V.     Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the
Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more 


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of
the total combined voting power of all classes of stock in one of the other corporations in such chain. 


        W.    Permitted Transfer shall mean (i) a gratuitous transfer of the Purchased Shares, provided  and only if Optionee obtains the Corporation's prior
written consent to such transfer, (ii) a transfer of title to the Purchased Shares effected
pursuant to Optionee's will or the laws of intestate succession following Optionee's death or (iii) a transfer to the Corporation in pledge as security for any purchase-money indebtedness
incurred by Optionee in connection with the acquisition of the Purchased Shares. 


        X.    Plan shall mean the Corporation's 1999 Stock Option/Stock Issuance Plan. 


        Y.    Plan Administrator shall mean either the Board or a committee of Board members, to the extent the committee is at the time
responsible for administration of the Plan. 


        Z.    Prior Purchase Agreement shall have the meaning assigned to such term in Paragraph D.4. 


        AA. Purchased Shares shall have the meaning assigned to such term in Paragraph A.1. 


        BB.  Recapitalization shall mean any stock split, stock dividend, recapitalization, combination of shares, exchange of shares
or other change affecting the Corporation's outstanding Common Stock as a class without the Corporation's receipt of consideration. 



        CC. Reorganization shall mean any of the following transactions: 




        (i)    a
merger or consolidation in which the Corporation is not the surviving entity, 


        (ii)   a
sale, transfer or other disposition of all or substantially all of the Corporation's assets, 


        (iii)  a
reverse merger in which the Corporation is the surviving entity but in which the Corporation's outstanding voting securities are transferred in whole or in part to a
person or persons different from the persons holding those securities immediately prior to the merger, or 


        (iv)  any
transaction effected primarily to change the state in which the Corporation is incorporated or to create a holding company structure. 





        DD. Repurchase Right shall mean the right granted to the Corporation in accordance with Article D. 



        EE. SEC shall mean the Securities and Exchange Commission. 


        FF.   Service shall mean Optionee's provision of services to the Corporation (or any Parent or Subsidiary) in the capacity of
an employee, subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance, a non-employee member of the board of
directors or a consultant or independent advisor. 


        GG. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with
the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations in such chain. 


        HH. Target Shares shall have the meaning assigned to such term in Paragraph E.2. 


        II.    Vesting Schedule shall mean the vesting schedule specified in the Grant Notice, subject to the acceleration provisions
upon an Involuntary Termination following a Corporate Transaction. 


        JJ.   Unvested Shares shall have the meaning assigned to such term in Paragraph D.1. 


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