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MEDIA METRIX INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Plan is to provide eligible employees
of the Company and its Subsidiaries with a means to acquire shares of the
Company's Common Stock at a discount through payroll deductions. The Plan is
intended to qualify as an "employee stock purchase plan" under Section 423 of
the Code and the Plan will be interpreted and construed accordingly.
2. Definitions. Wherever used herein, the following terms have the
following meanings unless a different meaning is clearly required by the
context.
(a) "Account" shall mean the bookkeeping account established in
the name of each Participant to reflect the payroll deductions made on behalf of
the Participant.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(d) "Committee" shall mean the administrative committee
appointed by the Board to administer the Plan.
(e) "Common Stock" shall mean the common stock of the Company,
$.01 par value per share.
(f) "Company" shall mean Media Metrix Inc., a Delaware
corporation, and any successor corporation.
(g) "Compensation" shall mean the base cash compensation paid
by the Company or a Subsidiary to a Participant which is required to be reported
as wages on the Participant's Form W-2, including such additional amounts which
are not includable in gross income by reason of Sections 125, 402(e) or
402(h)(1)(B) of the Code, and excluding any bonuses, overtime pay, expense
allowances and other irregular payments (except commissions).
(h) "Employee" shall mean an individual who performs services
for the Company or a Subsidiary in a common law employer-employee relationship.
(i) "Enrollment Date" shall mean the first day of an Offering
Period.
(j) "Exercise Date" shall mean the last business day of an
Offering Period.
(k) "Fair Market Value" shall mean the closing sale price per
share of the Common Stock as published by a national securities exchange on
which the Common Stock is traded on such date or, if there is no sale on such
date, on the next preceding date, or if the shares are not
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listed on a national securities exchange on such date, the average of the bid
and asked prices in the over the counter market at the close of trading on such
date.
(l) "Offering Period" shall mean the six-month period
commencing July 1, 2000 or such later date as established by the Committee, and
each six-month period thereafter; provided, however, that the Committee shall
have the power to change the duration of Offering Periods and the commencement
dates thereof without stockholder approval if such change is announced to
Employees at least five days prior to the scheduled beginning of the first
Offering Period resulting from such change.
(m) "Participant" shall mean any Employee for whom an Account
is maintained under the Plan.
(n) "Plan" shall mean this Media Metrix Inc. 2000 Employee
Stock Purchase Plan, as amended from time to time.
(o) "Subsidiary" shall mean any "subsidiary" corporation within
the meaning of Section 424(f) of the Code that is designated by the Committee as
a Subsidiary from time to time.
3. Stock subject to the Plan. Subject to the provisions of Section 11
hereof, the Company may issue and sell a total of 100,000 shares of its Common
Stock pursuant to the Plan. Such shares may be either authorized and unissued or
held by the Company in its treasury. The Committee may cause the Company to
purchase previously-issued and outstanding shares of Common Stock in order to
enable the Company to satisfy its obligations hereunder. The maximum number of
shares a Participant may purchase during any Offering Period shall not exceed
1,000 shares.
4. Administration. The Plan will be administered by a committee
consisting of at least two directors appointed by and serving at the pleasure of
the Board. Subject to the provisions of the Plan, the Committee, acting in its
sole and absolute discretion, will have full power and authority to interpret
the provisions of the Plan, to change the time covered by an Offering Period, to
supervise the administration of the Plan, and to take such other action as may
be necessary or desirable in order to carry out the provisions of the Plan. A
majority of the members of the Committee will constitute a quorum. The Committee
may act by the vote of a majority of its members present at a meeting at which
there is a quorum or by unanimous written consent. The decision of the
Committee, including questions of construction, interpretation and
administration, will be final, binding and conclusive on all persons. The
Committee will keep a record of its proceedings and acts and will keep or cause
to be kept such books and records as may be necessary in connection with the
proper administration of the Plan. The Company shall indemnify and hold harmless
each member of the Committee and any employee or director of the Company or of a
Subsidiary to whom any duty or power relating to the administration or
interpretation of the Plan is delegated from and against any loss, cost,
liability (including any sum paid in settlement of a claim with the approval of
the Board), damage and expense (including legal and other expenses incident
thereto) arising out of or incurred in connection with the Plan, unless and
except to the extent attributable to such person's fraud or wilful misconduct.
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5. Eligibility and Enrollment. Each Employee employed by the Company
or any Subsidiary on January 13, 2000, the date of the Plan's adoption by the
Board, will be eligible to become a Participant in the Plan on the first
Enrollment Date. Each other Employee will be eligible to become a Participant in
the Plan on the Enrollment Date coincident with or next following the date he or
she completes six months of employment with the Company or a Subsidiary. An
eligible Employee will become a Participant for an Offering Period by completing
a Plan enrollment form authorizing payroll deductions and filing it with the
Company prior to the Offering Period. Payroll deductions for a Participant shall
commence with the first payroll and shall end with the last payroll in the
Offering Period to which such authorization is applicable, unless sooner
terminated by the Participant in accordance with the provisions hereof.
Notwithstanding any provisions of the Plan to the contrary, no Employee may be
granted the right to purchase Common Stock under the Plan if and to the extent
that:
(a) immediately after the grant, such Employee would directly
or indirectly own stock and/or hold outstanding options to purchase stock,
possessing 5% or more of the total combined voting power or value of all classes
of stock of the Company (determined in accordance with Section 424(d) of the
Code); or
(b) the Employee's right to purchase stock under all employee
stock purchase plans (within the meaning of Section 423 of the Code) of the
Company or a Subsidiary would accrue at a rate which exceeds $25,000 in fair
market value (determined at the time of grant) for each calendar year in which
such right is outstanding.
6. Payroll Deduction. At the time a Participant enrolls in the Plan,
he or she must elect the amount to be deducted from each paycheck during the
Offering Period(s) covered by the election; provided, however, that no more than
10% of a Participant's Compensation may be withheld under the Plan on any pay
date, and provided further that the Committee, acting in its discretion and in a
uniform and nondiscriminatory manner, may establish a minimum required amount or
percentage of Compensation which must be withheld during an Offering Period. All
payroll deductions made for a Participant shall be credited to the Participant's
Account. Interest shall not accrue on any amounts credited to a Participant's
Account. The rate of a Participant's contribution, once established, shall
remain in effect for all subsequent Offering Periods unless changed by the
Participant in writing at such time and in such manner as the Committee may
prescribe.
7. Purchase of Shares. On each Exercise Date, the amount credited to
a Participant's Account shall be used to purchase a number of shares of Common
Stock, the number of which will be determined by dividing the amount credited to
the Participant's Account by the purchase price per share. Any amount remaining
in the Participant's Account will be credited to the Participant's Account as of
the beginning of the next Offering Period. Subject to Section 11 hereof, the
purchase price per share will be equal to the lesser of 85% of the Fair Market
Value of a share of Common Stock on (i) the Exercise Date or (ii) the Enrollment
Date. If the total number of shares of Common Stock to be purchased as of an
Exercise Date, when aggregated with shares of Common Stock previously-purchased
for all Employees under the Plan, exceeds the number of shares then
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authorized under the Plan, a pro-rata allocation of the available shares will be
made among the Participants based upon the amounts in their respective Accounts
as of the Exercise Date.
8. Discontinuance or Withdrawal; Withholding Changes
(a) Discontinuance or Withdrawal. At any time during an
Offering Period, a Participant may notify the Company that he or she wishes to
discontinue contributions under the Plan. This notice shall be in writing and
shall become effective as soon as practicable following its receipt by the
Company. A Participant may elect to withdraw all, but not less than all, of the
amount of his or her Account at any time during an Offering Period except on the
Exercise Date with respect to that Offering Period. If a withdrawal is made
during an Offering Period, no further contributions will be permitted during
that Offering Period by the withdrawing Participant.
(b) Withholding Changes. At any time during an Offering Period,
a Participant may increase or decrease the rate of his or her payroll deductions
by completing or filing with the Company a new enrollment form authorizing a
change in payroll deduction rate. The Committee may, in its discretion, limit
the number of payroll deduction rate changes during any Offering Period. The
change in rate shall be effective as soon as practicable following the Company's
receipt of the new enrollment form.
9. Termination of Employment. Any Participant whose employment with
the Company and its Subsidiaries is terminated for any reason before an Exercise
Date shall thereupon cease being a Participant. The total amount credited to the
Participant's Account during the Offering Period will be returned to the
Participant or, in the case of a deceased Participant, to the Participant's
beneficiary, as soon as practicable after the Participant's termination of
employment.
10. Rights as a Stockholder. No shares of Common Stock will be issued
under the Plan until full payment therefor has been made. A Participant will
have no rights as a stockholder with respect to any shares until the date a
stock certificate for such shares is issued to him or her. Except as otherwise
specifically provided herein, no adjustments shall be made for dividends or
distributions of other rights for which the record date is prior to the date
such stock certificate is issued.
11. Capital Changes; Reorganization; Sale.
(a) Adjustments Upon Changes in Capitalization. The number and
class of shares of Common Stock which may be issued under the Plan, as well as
the number and class of shares of Common Stock and the price per share covered
by each right outstanding under the Plan which has not yet been exercised, shall
be adjusted proportionately or as otherwise appropriate to reflect any increase
or decrease in the number of issued shares of Common Stock resulting from a
split-up or consolidation of shares or any like capital adjustment, or the
payment of a stock dividend, and/or to reflect a change in the character or
class of shares covered by the Plan arising from a readjustment or
recapitalization.
(b) Cash, Stock or Other Property for Stock. Except as
otherwise provided in this Section, in the event of an Exchange Transaction (as
defined below), each Participant will be
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permitted to purchase Common Stock with the balance of his or her Account
immediately prior to such Exchange Transaction, and any amount credited to a
Participant's Account which is not used to purchase Common Stock before the
Exchange Transaction will be distributed to the Participant. Notwithstanding the
preceding sentence, (i) if, as part of the Exchange Transaction, the
stockholders of the Company receive capital stock of another corporation
("Exchange Stock") in exchange for their shares of Common Stock (whether or not
such Exchange Stock is the sole consideration), and if the Board, in its sole
discretion, so directs, then the rights of all Participants to purchase shares
of Common Stock will be converted into rights to purchase shares of Exchange
Stock on an economically equivalent basis; and (ii) the Board, acting in its
discretion, may suspend operation of the Plan as of any date that occurs after a
contract is made which, if consummated, would result in an Exchange Transaction
and before the Exchange Transaction is consummated.
(c) Definition of Exchange Transaction. For purposes hereof,
the term "Exchange Transaction" means a merger (other than a merger of the
Company in which the holders of Common Stock immediately prior to the merger
have the same proportionate ownership of Common Stock in the surviving
corporation immediately after the merger), consolidation, acquisition of
property or stock, separation, reorganization (other than a mere reincorporation
or the creation of a holding company), liquidation of the Company or any other
similar transaction or event so designated by the Board in its sole discretion,
as a result of which the stockholders of the Company receive cash, stock or
other property in exchange for or in connection with their shares of Common
Stock.
(d) Determination of Board to be Final. All adjustments under
this Section 11 shall be made by the Board, and its determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive.
12. Amendment and Termination. The Board may amend or terminate the
Plan at any time; provided, however, that, except as otherwise provided in
Section 11 hereof, any amendment which would increase the aggregate number of
shares of Common Stock which may be issued under the Plan or otherwise require
stockholder approval under applicable law shall be subject to the approval of
the Company's stockholders.
13. Transferability. The rights of a Participant to purchase Common
Stock under the Plan are not assignable or transferable and may only be
exercised during the Participant's lifetime by the Participant. A Participant
may file a written designation of a beneficiary who is to receive the amount
credited to the Participant's Account in the event of the Participant's death
during an Offering Period. A Participant's beneficiary designation may be
changed by the Participant at any time by written notice. In the event of the
death of a Participant and in the absence of a validly designated beneficiary
who is living at the time of the Participant's death, the Participant's estate
will be deemed to be his or her designated beneficiary.
14. No Rights Conferred. Nothing contained in the Plan shall be deemed
to give any individual any right to be retained in the service or employ of the
Company and its Subsidiaries or to interfere with the right of the Company and
its Subsidiaries to discharge him or her at any time.
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15. Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.
16. Legal Requirements. The Committee may impose such other conditions
with respect to the purchase of Common Stock hereunder, including, without
limitation, any conditions relating to the application of federal or state
securities laws and/or any exchange or listing requirements as it may deem
necessary or advisable.
17. Governing Law. The Plan and each option agreement shall be
governed by the laws of the State of Delaware without regard to its conflict of
laws provisions.
18. Decisions and Determinations. Any decision or determination made
by the Board pursuant to the provisions hereof and, except to the extent rights
or powers under the Plan are reserved specifically to the discretion of the
Board, all decisions and determinations of the Committee are final, binding and
conclusive.
19. Stockholder Approval. The Plan shall be effective upon its
adoption by the Board, subject to approval by the stockholders of the Company
within twelve months from the date of adoption by the Board.
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