AND
STATE SECURITIES AND OTHER LAWS (INCLUDING ANY REGISTRATION REQUIREMENTS) AND
COMPLIANCE WITH THE RULES AND PRACTICES OF ANY STOCK EXCHANGE UPON WHICH THE
COMPANY'S COMMON SHARES ARE LISTED.
11. IN THE EVENT THERE IS ANY CHANGE IN THE NUMBER OF ISSUED COMMON SHARES
OF THE COMPANY WITHOUT NEW CONSIDERATION TO THE COMPANY (SUCH AS BY STOCK
DIVIDENDS OR STOCK SPLIT-UPS), THEN (I) THE NUMBER OF SHARES AT THE TIME
UNEXERCISED UNDER THIS OPTION SHALL BE CHANGED IN PROPORTION TO SUCH CHANGE IN
ISSUED SHARES; AND (II) THE OPTION PRICE FOR THE UNEXERCISED PORTION OF THE
OPTION SHALL BE ADJUSTED SO THAT THE AGGREGATE CONSIDERATION PAYABLE TO THE
COMPANY UPON THE PURCHASE OF ALL SHARES NOT THERETOFORE PURCHASED SHALL NOT BE
CHANGED.
IF THE OUTSTANDING COMMON SHARES OF THE COMPANY SHALL BE COMBINED, OR BE
CHANGED INTO ANOTHER KIND OF STOCK OF THE COMPANY OR INTO SECURITIES OF ANOTHER
CORPORATION, WHETHER THROUGH RECAPITALIZATION, REORGANIZATION, SALE, MERGER,
CONSOLIDATION, SPIN-OFF, ETC., THE COMPANY SHALL CAUSE ADEQUATE PROVISION TO BE
MADE WHEREBY THE PERSON OR PERSONS ENTITLED TO EXERCISE THIS OPTION SHALL
THEREAFTER BE ENTITLED TO RECEIVE, UPON DUE EXERCISE OF ANY PORTION OF THE
OPTION, THE SECURITIES WHICH THAT PERSON WOULD HAVE BEEN ENTITLED TO RECEIVE FOR
COMMON SHARES ACQUIRED THROUGH EXERCISE OF THE SAME PORTION OF SUCH OPTION
IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF SUCH RECAPITALIZATION,
REORGANIZATION, SALE, MERGER, CONSOLIDATION, SPIN-OFF, ETC. IF APPROPRIATE, DUE
ADJUSTMENT SHALL BE MADE IN THE PER SHARE OR PER UNIT PRICE OF THE SECURITIES
PURCHASED ON EXERCISE OF THIS OPTION FOLLOWING SAID RECAPITALIZATION,
REORGANIZATION, SALE, MERGER, CONSOLIDATION, SPIN-OFF, ETC.
12. NEITHER THIS OPTION, SHARES ISSUED UPON ITS EXERCISE, ANY EXCESS OF
MARKET VALUE OVER OPTION PRICE, NOR ANY OTHER RIGHTS, BENEFITS, VALUES OR
INTEREST RESULTING FROM THE GRANTING OF THIS OPTION SHALL BE CONSIDERED AS
COMPENSATION FOR PURPOSES OF ANY PENSION OR RETIREMENT PLAN, INSURANCE PLAN,
INVESTMENT OR STOCK PURCHASE PLAN, OR ANY OTHER EMPLOYEE BENEFIT PLAN OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES.
13. THE GRANT OF A STOCK OPTION UNDER THE PLAN DOES NOT CREATE ANY
CONTRACTUAL OR OTHER RIGHT TO RECEIVE ADDITIONAL STOCK OPTION GRANTS OR OTHER
PLAN BENEFITS IN THE FUTURE. NOTHING CONTAINED IN THIS AWARD AGREEMENT IS
INTENDED TO CREATE OR ENLARGE ANY OTHER CONTRACTUAL OBLIGATIONS BETWEEN THE
COMPANY OR ANY OF ITS SUBSIDIARIES AND THE PARTICIPANT. FUTURE GRANTS, IF ANY,
AND THEIR TERMS AND CONDITIONS, WILL BE AT THE SOLE DISCRETION OF THE
COMPENSATION COMMITTEE. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE AWARD
OF AN OPTION PURSUANT TO THIS AWARD AGREEMENT IS NOT AN ELEMENT OF THE
PARTICIPANT'S COMPENSATION, INCLUDING, BUT NOT LIMITED TO, WITH RESPECT TO THE
DETERMINATION OF ANY SEVERANCE, REDUNDANCY OR RESIGNATION PAYMENTS OR BENEFITS,
AND HAS BEEN AWARDED AT THE COMPANY'S SOLE DISCRETION.
3
Exhibit A to FindWhat.com
Stock Option Agreement
2004 Stock Incentive Plan
14. THIS AWARD AGREEMENT IS INTENDED TO GRANT THE OPTION UPON THE TERMS AND
CONDITIONS AUTHORIZED BY THE PLAN. EACH AND EVERY PROVISION OF THIS AWARD
AGREEMENT