DOUBLECLICK INC
S-8, 1999-11-09
ADVERTISING
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<PAGE>

   As filed with the Securities and Exchange Commission on November 9, 1999

                                             Registration No. 333-_____________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------

                                DOUBLECLICK INC.
               (Exact name of issuer as specified in its charter)

               DELAWARE                                    13-3870996
     (State or other jurisdiction              (IRS Employer Identification No.)
   of incorporation or organization)

                          41 MADISON AVENUE, 32ND FLOOR
                            NEW YORK, NEW YORK 10010
               (Address of principal executive offices) (Zip Code)

                                -----------------
                   DOUBLECLICK INC. 1997 STOCK INCENTIVE PLAN
       DOUBLECLICK INC. 1999 NON-OFFICER STOCK OPTION/STOCK ISSUANCE PLAN
               DOUBLECLICK INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
                          DOUBLECLICK INC. 401(K) PLAN
               NETGRAVITY, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
                   NETGRAVITY, INC. 1998 DIRECTOR OPTION PLAN
                        NETGRAVITY, INC. 1998 STOCK PLAN
                     NETGRAVITY, INC. 1995 STOCK OPTION PLAN
                            (Full title of the plans)

                                -----------------
                                KEVIN J. O'CONNOR
                      CHIEF EXECUTIVE OFFICER AND CHAIRMAN
                            OF THE BOARD OF DIRECTORS
                                DOUBLECLICK INC.
                          41 MADISON AVENUE, 32ND FLOOR
                            NEW YORK, NEW YORK 10010
                     (Name and address of agent for service)
                                 (212) 683-0001
          (Telephone number, including area code, of agent for service)

                                -----------------
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                           Amount to be      Offering Price         Aggregate             Amount of
 Title of Securities to be Registered      Registered(1)        per Share        Offering Price       Registration Fee
=======================================  ==================  ===============  ======================  =================
<S>                                      <C>                 <C>              <C>                     <C>
 DoubleClick Inc.
 1997 STOCK INCENTIVE PLAN               8,000,000 shares        $140.09(2)     $1,120,720,000.00(2)      $311,560.16
 Common Stock, $0.001 par value

 DoubleClick Inc.
 1999 Non-Officer Stock
 OPTION/STOCK ISSUANCE PLAN                375,000 shares        $140.09(2)        $52,533,750.00(2)       $14,604.38
 Common Stock, $0.001 par value

 DoubleClick Inc.
 1999 EMPLOYEE STOCK PURCHASE PLAN         500,000 shares        $140.09(2)        $70,045,000.00(2)       $19,472.51
 Common Stock, $0.001 par value

 DoubleClick Inc.
 401(k) PLAN                                   5,000             $140.09(3)           $700,450.00(3)          $194.73
 Common Stock, $0.001 (4)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                           Amount to be      Offering Price         Aggregate             Amount of
 Title of Securities to be Registered      Registered(1)        per Share        Offering Price       Registration Fee
=======================================  ==================  ===============  ======================  =================
<S>                                      <C>                 <C>              <C>                     <C>
 NetGravity, Inc.
 1998 EMPLOYEE STOCK PURCHASE PLAN             7,799             $28.42(3)        $   221,647.58(3)           $    61.62
 Common Stock, $0.001

 NetGravity, Inc.
 1998 DIRECTOR OPTION PLAN                    39,200             $48.93(3)        $ 1,918,056.00(3)           $   533.22
 Common Stock, $0.001

 NetGravity, Inc.
 1998 STOCK PLAN                              585,791            $88.04(3)        $51,573,039.64(3)           $ 14,337.31
 Common Stock, $0.001

 NetGravity, Inc.
 1995 STOCK OPTION PLAN                       258,679            $11.08(3)        $ 2,866,163.32(3)           $    796.79
 Common Stock, $0.001
                                                                         Aggregate Registration Fee           $361,560.72
=======================================  ==================  =======================================  =================
</TABLE>
(1)  This Registration Statement shall also cover any additional shares of
     Registrant's Common Stock which become issuable under the Registrant's 1997
     Stock Incentive Plan, the 1999 Non-Officer Stock Option/Stock Issuance
     Plan, the 1999 Employee Stock Purchase Plan, the 401(k) Plan, the
     NetGravity, Inc. 1998 Employee Stock Purchase Plan, the NetGravity, Inc.
     1998 Stock Plan, the NetGravity, Inc. 1998 Director Option Plan and the
     NetGravity, Inc. 1995 Stock Option Plan by reason of any stock dividend,
     stock split, recapitalization or other similar transaction effected without
     the Registrant's receipt of consideration which results in an increase in
     the number of the Registrant's outstanding shares of Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low selling prices per share of the Registrant's Common Stock on
     November 2, 1999 as reported by the Nasdaq National Market.

(3)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the weighted average
     exercise price of the outstanding options.

(4)  In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this
     Registration Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the DoubleClick 401(k) Plan.

                                      II-2

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  DoubleClick Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1998 filed with the SEC on March 4,
                  1999 and the Amendments on Form 10-K/A filed with the SEC on
                  April 27, 1999 and October 15, 1999;

         (b)      The Registrant's Current Reports on Form 8-K filed with the
                  SEC on March 15, 1999 for event dates January 20, 1999 and
                  March 11, 1999, respectively), June 17, 1999 (for event
                  date June 13, 1999), and July 22, 1999 (for event date July
                  12, 1999) and November 9, 1999 (for event date October 26,
                  1999);

         (c)      The Registrant's Quarterly Reports on Form 10-Q for the
                  periods ending March 31, 1999 and June 30, 1999 filed with
                  the SEC on May 14, 1999 and August 13, 1999, respectively,
                  as amended by Amendment No. 1 on Form 10-Q/A (for period
                  ending March 31, 1999) and as amended by Amendment No. 1 on
                  Form 10-Q/A (for period ending June 30, 1999), respectively,
                  filed with the SEC on October 15, 1999; and

         (d)      The Registrant's Registration Statement No. 000-23709 on Form
                  8-A filed with the SEC on February 2, 1998 and amended on
                  February 9, 1998 and December 1, 1998, in which there is
                  described the terms, rights and provisions applicable to the
                  Registrant's outstanding Common Stock.

                  All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 (the "1934 Act") after the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF CAPITAL STOCK

                  Inapplicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Inapplicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  The Registrant's Certificate of Incorporation (the
"Certificate") provides that, except to the extent prohibited by the Delaware
General Corporation Law(the "DGCL"), the Registrant's directors shall not be
personally liable to the Registrant or its stockholders for monetary damages
for any breach of fiduciary duty as directors of the Registrant. Under the
DGCL, the directors have a fiduciary duty to the Registrant which is not
eliminated by this provision of the Certificate and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
nonmonetary relief will remain available. In addition, each director will
continue to be subject to liability under the DGCL for breach of the
director's duty of loyalty to the Registrant, for acts or omissions which are
found by a court of competent jurisdiction to be not in good faith or
involving intentional

                                      II-1

<PAGE>

misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are prohibited by DGCL. This provision
also does not affect the directors' responsibilities under any other laws,
such as the Federal securities laws or state or Federal environmental laws.
The Registrant has obtained liability insurance for its officers and
directors.

                  Section 145 of the DGCL empowers a corporation to indemnify
its directors and officers and to purchase insurance with respect to
liability arising out of their capacity or status as directors and officers,
provided that this provision shall not eliminate or limit the liability of a
director: (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
arising under Section 174 of the DGCL, or (iv)for any transaction from which
the director derived an improper personal benefit. The DGCL provides further
that the indemnification permitted thereunder shall not be deemed exclusive
of any other rights to which the directors and officers may be entitled under
the corporation's bylaws, any agreement, a vote of stockholders or otherwise.
The Certificate eliminates the personal liability of directors to the fullest
extent permitted by Section 102(b)(7) of the DGCL and provides that the
Registrant shall fully indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (whether civil, criminal, administrative or investigative)
by reason of the fact that such person is or was a director or officer of the
Registrant, or is or was serving at the request of the Registrant as a
director or officer of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit
or proceeding.

                  At present, there is no pending litigation or proceeding
involving any director, officer, employee or agent as to which
indemnification will be required or permitted under the Certificate. The
Registrant is not aware of any threatened litigation or proceeding that may
result in a claim for such indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Inapplicable.

ITEM 8.  EXHIBITS

Exhibit Number        Exhibit
- --------------        -------
        4.0           Instruments Defining Rights of Stockholders. Reference is
                      made to Registrant's Registration Statement No. 000-23709
                      on Form 8-A, and the exhibits thereto, which are
                      incorporated herein by reference pursuant to Item 3(c) of
                      this Registration Statement.
        5.0           Opinion of Brobeck, Phleger & Harrison LLP.
       23.1           Consent of PricewaterhouseCoopers  LLP, Independent
                      Accountants.
       23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.
       24.0           Power of Attorney.  Reference is made to page II-5 of this
                      Registration Statement.
       99.1           DoubleClick Inc. 1997 Stock Incentive Plan (as amended and
                      restated on April 9, 1999).
       99.2*          Form of Notice of Grant.
       99.3*          Form of Stock Option Agreement.
       99.4*          Form of Addendum to Stock Option Agreement (Partial
                      Acceleration Upon Change in Control).
       99.5*          Form of  Addendum  to Stock  Option  Agreement
                      (Involuntary  Termination  Following  Change in
                      Control).
       99.6*          Form of Stock Issuance Agreement.
       99.7*          Form of Addendum to Stock Issuance Agreement
                      (Vesting  Acceleration Upon Change in Control and
                      Determination of Section 280G Limitation).
       99.8*          Form of Addendum to Stock  Issuance  Agreement
                      (Involuntary  Termination  Following  Change in Control).
       99.9*          Form of Notice of Grant (Initial Grant).
       99.10*         Form of Notice of Grant (Annual Grant).

                                      II-2

<PAGE>

       99.11*         Form of Automatic Stock Option Agreement.
       99.12          DoubleClick Inc. 1999 Non-Officer Stock Option/Stock
                      Issuance Plan.
       99.13          DoubleClick Inc. 1999 Employee Stock Purchase Plan
       99.14          NetGravity, Inc. 1998 Employee Stock Purchase Plan
       99.15          NetGravity, Inc. 1998 Director Option Plan
       99.16          NetGravity, Inc. 1998 Stock Plan
       99.17          NetGravity, Inc. 1995 Stock Option Plan
       99.18          Form of Assumption Agreement

                  * Exhibits 99.2 through 99.11 are incorporated herein by
reference to Exhibits 99.2 through 99.11, respectively, of Registrant's
Registration Statement No. 333-48277 on Form S-8 which was filed with the SEC on
March 19, 1998.

                  The undersigned Registrant hereby undertakes that it will
submit the DoubleClick Inc. 401(k) Plan to the Internal Revenue Service (the
"IRS") in a timely manner and has or will make all changes required by the IRS
in order to qualify the plan under Section 401 of the Internal Revenue Code.

                                      II-3

<PAGE>

ITEM 9.  UNDERTAKINGS

                  A. The undersigned Registrant hereby undertakes: (1) to
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement; (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the "1933 Act"), (ii) to reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
this Registration Statement, and (iii) to include any material information
with respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; PROVIDED, however, that clauses (1)(i) and (1)(ii)
shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference into the registration statement; (2)
that for the purpose of determining any liability under the 1933 Act each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold upon the termination of the 1997 Stock Incentive Plan, the 1999
Non-Officer Stock Option/Stock Issuance Plan, the 1999 Employee Stock
Purchase Plan, the 401(k) Plan, the NetGravity, Inc. 1998 Employee Stock
Purchase Plan, the NetGravity, Inc. 1998 Director Option Plan, the
NetGravity, Inc. 1998 Stock Plan and the NetGravity, Inc. 1995 Stock Option
Plan.

                  B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities and Exchange Act of
1934) that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                  C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the indemnification provisions summarized in
Item 6 above, or otherwise, the Registrant has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933
Act and will be governed by the final adjudication of such issue.

                                      II-4

<PAGE>

                                   SIGNATURES

REGISTRANT.

                  Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on this 8th day of November, 1999.

                                       DOUBLECLICK INC.


                                       By: /s/ KEVIN J. O'CONNOR
                                           --------------------------------
                                           Kevin J. O'Connor
                                           Chief Executive Officer and
                                           Chairman of the Board of Directors



                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

                  That the undersigned officers and directors of DoubleClick
Inc., a Delaware corporation, do hereby constitute and appoint Kevin J.
O'Connor and Jeffrey E. Epstein, the lawful attorneys and agents, with full
power and authority to do any and all acts and things and to execute any and
all instruments which said attorney and agent determines may be necessary or
advisable or required to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with
this Registration Statement. Without limiting the generality of the foregoing
power and authority, the powers granted include the power and authority to
sign the names of the undersigned officers and directors in the capacities
indicated below to this Registration Statement, to any and all amendments,
both pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms all that
said attorneys and agents, or any of them, shall do or cause to be done by
virtue hereof. This Power of Attorney may be signed in several counterparts.

                                      II-5

<PAGE>

                  IN WITNESS WHEREOF, each of the undersigned has executed
this Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
               SIGNATURES                                      TITLE                                  DATE
- --------------------------------------    -----------------------------------------------    ---------------------
<S>                                       <C>                                                    <C>

/s/ KEVIN J. O'CONNOR                     Chief Executive Officer and Chairman                   November 8, 1999
- --------------------------------------    of the Board (Principal Executive Officer)
Kevin J. O'Connor


/s/ STEPHEN R. COLLINS
- --------------------------------------    Chief Financial Officer                                November 8, 1999
Stephen R. Collins


/s/ DAVID N. STROHM
- --------------------------------------    Director                                               November 8, 1999
David N. Strohm


/s/ MARK E. NUNNELLEY
- --------------------------------------    Director                                               November 8, 1999
Mark E. Nunnelley


/s/ W. GRANT GREGORY
- --------------------------------------    Director                                               November 8, 1999
W. Grant Gregory


/s/ DONALD PEPPERS
- --------------------------------------    Director                                               November 8, 1999
Donald Peppers



______________________________________    Director
Thomas S. Murphy
</TABLE>


                                      II-6

<PAGE>

PLAN.

                  Pursuant to the requirements of the Securities Act of 1933,
the DoubleClick Inc. 401(k) Plan has caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on this 8th day of November 1999.


                                        DOUBLECLICK INC. 401(K) PLAN


                                        By: /s/ KEVIN J. O'CONNOR
                                            -------------------------
                                            Kevin J. O'Connor
                                            Chief Executive Officer and
                                            Chairman of the Board of Directors




                                      II-7

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                                DOUBLECLICK INC.



<PAGE>



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NUMBER        EXHIBIT
- --------------        -------
<S>                   <C>
     4                Instruments Defining Rights of Stockholders. Reference is made to
                      Registrant's Registration Statement No. 000-23709 on Form 8-A,
                      and the exhibits thereto, which are incorporated herein by
                      reference pursuant to Item 3(c) of this Registration Statement.

     5                Opinion of Brobeck, Phleger & Harrison LLP.

     23.1             Consent of PricewaterhouseCoopers LLP, Independent Accountants.

     23.2             Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.

     24               Power of Attorney. Reference is made to page II-5 of this
                      Registration Statement.

     99.1             DoubleClick Inc. 1997 Stock Incentive Plan (as amended and
                      restated as of April 9, 1999).

     99.2*            Form of Notice of Grant.

     99.3*            Form of Stock Option Agreement.

     99.4*            Form of Addendum to Stock Option Agreement (Partial Acceleration
                      Upon Change in Control).

     99.5*            Form of Addendum to Stock Option Agreement (Involuntary
                      Termination Following Change in Control).

     99.6*            Form of Stock Issuance Agreement.

     99.7*            Form of Addendum to Stock Issuance Agreement (Vesting
                      Acceleration Upon Change in Control and Determination of Section
                      280G Limitation).

     99.8*            Form of Addendum to Stock Issuance Agreement (Involuntary
                      Termination Following Change in Control).

     99.9*            Form of Notice of Grant (Initial Grant).

     99.10*           Form of Notice of Grant (Annual Grant).

     99.11*           Form of Automatic Stock Option Agreement.

     99.12            DoubleClick Inc. 1999 Non-Officer Stock Option/Stock Issuance
                      Plan.

     99.13            DoubleClick Inc. 1999 Employee Stock Purchase Plan

     99.14            NetGravity, Inc. 1998 Employee Stock Purchase Plan

     99.15            NetGravity, Inc. 1998 Director Option Plan

     99.16            NetGravity, Inc. 1998 Stock Plan

     99.17            NetGravity, Inc. 1995 Stock Option Plan

     99.18            Form of Assumption Agreement
</TABLE>

                     * Exhibits 99.2 through 99.11 are incorporated herein by
reference to Exhibits 99.2 through 99.11, respectively, of Registrant's
Registration Statement No. 333-48277 on Form S-8 which was filed with the SEC
on March 19, 1998.


<PAGE>

                                    EXHIBIT 5

                   OPINION OF BROBECK, PHLEGER & HARRISON LLP

                                November 9, 1999

DoubleClick Inc.
41 Madison Avenue, 32nd Floor
New York, New York 10010

                  Re:      DoubleClick Inc. Registration Statement on Form S-8
                           for an aggregate of 9,771,469 Shares of Common Stock

Ladies and Gentlemen:

We have acted as counsel to DoubleClick Inc., a Delaware corporation (the
"Company"), in connection with the registration on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, of an
(i) additional 8,000,000 shares of the Company's common stock ("Common
Stock") authorized for issuance under the Company's 1997 Stock Incentive
Plan, (ii) an initial reserve of 375,000 shares of Common Stock of the
Company under the Company's 1999 Non-Officer Stock Option/Stock Issuance
Plan, (iii) an initial reserve of 500,000 shares of Common Stock of the
Company under the Company's 1999 Employee Stock Purchase Plan, (iv) an
initial reserve of 5,000 shares of Common Stock of the Company under the
Company's 401(k) Plan, (v) 7,799 shares of Common Stock of the Company under
the NetGravity, Inc. 1998 Employee Stock Purchase Plan, (vi) 39,200 shares of
Common Stock of the Company under the NetGravity, Inc. 1998 Director Option
Plan, (vii) 585,791 shares of Common Stock of the Company under the
NetGravity, Inc. 1998 Stock Plan and (viii) 258,679 shares of Common Stock of
the Company under the NetGravity, Inc. 1995 Stock Option Plan (collectively,
the "Plans").

This opinion is being furnished in accordance with the requirements of Item 8
of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment and
amendment of the Plans. Based on such review, we are of the opinion that if,
as and when the shares of Common Stock are issued and sold (and the
consideration therefor received) pursuant to the provisions of option
agreements duly authorized under the Plans and in accordance with the
Registration Statement, such shares will be duly authorized, legally issued,
fully paid and non-assessable.

We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement.

This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company, the Plans or the shares of Common Stock issuable under such plans.

                                           Very truly yours,

                                           /s/ Brobeck, Phleger & Harrison LLP

                                           BROBECK, PHLEGER & HARRISON LLP


<PAGE>



                                  EXHIBIT 23.1

         CONSENT OF PRICEWATERHOUSECOOPERS  LLP, INDEPENDENT ACCOUNTANTS

                  We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of DoubleClick Inc. of our report dated
January 19, 1999 relating to the consolidated financial statements which
appears in the Annual Report on Form 10-K. We also consent to the application
of such report to the Financial Statement Schedule for the period from
January 23, 1996 (inception) to December 31, 1996 and for the years ended
December 31, 1997 and 1998 when such schedule is read in conjunction with the
financial statements referred to in our report. The audits referred to in
such report also included this schedule.

PRICEWATERHOUSECOOPERS LLP
New York, New York
November 9, 1999





<PAGE>



                                  EXHIBIT 99.1

                                DOUBLECLICK INC.
                             1997 STOCK OPTION PLAN

                  (AS AMENDED AND RESTATED AS OF APRIL 9, 1999)



<PAGE>

                                 DOUBLECLICK INC
                            1997 STOCK INCENTIVE PLAN


             (AS AMENDED AND RESTATED EFFECTIVE AS OF APRIL 9, 1999)

                                  ARTICLE ONE

                               GENERAL PROVISIONS


         I.       PURPOSE OF THE PLAN

                  This 1997 Stock Incentive Plan is intended to promote the
interests of DoubleClick Inc., a Delaware corporation, by providing eligible
persons with the opportunity to acquire a proprietary interest, or otherwise
increase their proprietary interest, in the Corporation as an incentive for them
to remain in the service of the Corporation.

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

                  All share numbers in this May 24, 1999 restatement reflect all
splits of the Common Stock effected through May 24, 1999, including the two
(2)-for-one (1) split of Common Stock effected on March 22, 1999.

         II.      STRUCTURE OF THE PLAN

                  A.       The Plan shall be divided into three separate equity
programs:

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

                           (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), and

                           (iii)    the Automatic Option Grant Program under
which eligible non-employee Board members shall automatically receive option
grants at periodic intervals to purchase shares of Common Stock.

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


<PAGE>

         III.     ADMINISTRATION OF THE PLAN

                  A.       Prior to the Section 12 Registration Date, the
Discretionary Option Grant and Stock Issuance Programs shall be administered by
the Board. Beginning with the Section 12 Registration Date, the Primary
Committee shall have sole and exclusive authority to administer the
Discretionary Option Grant and Stock Issuance Programs with respect to Section
16 Insiders.

                  B.       Administration of the Discretionary Option Grant and
Stock Issuance Programs with respect to all other persons eligible to
participate in those programs may, at the Board's discretion, be vested in the
Primary Committee or a Secondary Committee, or the Board may retain the power to
administer those programs with respect to all such persons.

                  C.       Members of the Primary Committee or any Secondary
Committee shall serve for such period of time as the Board may determine and may
be removed by the Board at any time. The Board may also at any time terminate
the functions of any Secondary Committee and reassume all powers and authority
previously delegated to such committee.

                  D.       Each Plan Administrator shall, within the scope of
its administrative functions under the Plan, 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 Discretionary Option
Grant and Stock Issuance Programs and to make such determinations under, and
issue such interpretations of, the provisions of such programs and any
outstanding options or stock issuances thereunder as it may deem necessary or
advisable. Decisions of the Plan Administrator within the scope of its
administrative functions under the Plan shall be final and binding on all
parties who have an interest in the Discretionary Option Grant and Stock
Issuance Programs under its jurisdiction or any option grants or stock issuance
thereunder.

                  E.       Service on the Primary Committee or the Secondary
Committee shall constitute service as a Board member, and members of each such
committee shall accordingly be entitled to full indemnification and
reimbursement as Board members for their service on such committee. No member of
the Primary Committee or the Secondary Committee shall be liable for any act or
omission made in good faith with respect to the Plan or any option grants or
stock issuances under the Plan.

                  F.       Administration of the Automatic Option Grant Program
shall be self-executing in accordance with the terms of that program, and no
Plan Administrator shall exercise any discretionary functions with respect to
any option grants or stock issuances made under that program.

         IV.      ELIGIBILITY

                  A.       The persons eligible to participate in the
Discretionary Option Grant and Stock Issuance Programs are as follows:

                           (i)      Employees,

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


                                       2
<PAGE>

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

                  B.       Each Plan Administrator shall, within the scope of
its administrative jurisdiction under the Plan, have full authority to
determine, (i) with respect to the option grants under the Discretionary Option
Grant Program, which eligible persons are to receive option grants, the time or
times when such option 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 under the Stock Issuance Program, which
eligible persons are to receive stock issuances, the time or times when such
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 for such shares.

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

                  D.       The individuals who shall be eligible to participate
in the Automatic Option Grant Program shall be limited to (i) those individuals
serving as non-employee Board members on the Underwriting Date, (ii) those
individuals who first become non-employee Board members after the Underwriting
Date, whether through appointment by the Board or election by the Corporation's
stockholders, and (iii) those individuals who continue to serve as non-employee
Board members at one or more Annual Stockholder Meetings held in calendar years
following the calendar year of the Underwriting Date. A non-employee Board
member who has previously been in the employ of the Corporation (or any Parent
or Subsidiary) shall not be eligible to receive an option grant under the
Automatic Option Grant Program at the time he or she first becomes a
non-employee Board member, but shall be eligible to receive periodic option
grants under the Automatic Option Grant Program while he or she continues to
serve as a non-employee Board member.

         V.       STOCK SUBJECT TO THE PLAN

                  A.       The stock issuable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares repurchased
by the Corporation on the open market. The maximum number of shares of Common
Stock initially reserved for issuance over the term of the Plan shall not exceed
15,174,076 shares, subject to the automatic share increases described in
Paragraph V.B. below. Such authorized share reserve is comprised of (i) the
number of shares transferred from the Predecessor Plan as of the Plan Effective
Date, (ii) an additional 1,174,076-share automatic increase effected on January
4, 1999, and (iv) the 8,000,000-share increase approved by the stockholders at
the 1999 Annual Stockholders Meeting.


                                       3

<PAGE>

                  B.       The number of shares of Common Stock available for
issuance under the Plan shall automatically increase on the first trading day of
each calendar year during the term of the Plan, beginning with the 1999 calendar
year, by an amount equal to three percent (3%) of the shares of Common Stock
outstanding on the last trading day of the immediately preceding calendar year,
provided that, effective with the year 2000, no such increase will exceed
1,200,000 shares. No Incentive Options may be granted on the basis of the
additional shares of Common Stock resulting from such annual increases.

                  C.       No one person participating in the Plan may receive
options and direct stock issuances for more than 750,000 shares of Common Stock
in the aggregate per calendar year, beginning with the 1998 calendar year.

                  D.       Shares of Common Stock subject to outstanding options
(including options incorporated into this Plan from the Predecessor Plan) shall
be available for subsequent issuance under the Plan to the extent (i) those
options expire or terminate for any reason prior to exercise in full or (ii) the
options are cancelled in accordance with cancellation-regrant provisions of
Article Two. Unvested shares issued under the Plan and subsequently cancelled or
repurchased by the Corporation, at the original exercise or 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. However,
should the exercise price of an option under the Plan be paid with shares of
Common Stock or should shares of Common Stock otherwise issuable under the Plan
be withheld by the Corporation in satisfaction of the withholding taxes incurred
in connection with the exercise of an option or the vesting of a stock issuance
under the Plan, then the number of shares of Common Stock available for issuance
under the Plan shall be reduced by the gross number of shares for which the
option is exercised or which vest under the stock issuance, and not by the net
number of shares of Common Stock issued to the holder of such option or stock
issuance.

                  E.       If any change is 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, (ii) the number and/or class of securities for which
any one person may be granted stock options and direct stock issuances under
this Plan per calendar year, (iii) the number and/or class of securities for
which grants are subsequently to be made under the Automatic Option Grant
Program to new and continuing non-employee Board members, (iv) the number and/or
class of securities and the exercise price per share in effect under each
outstanding option under the Plan and (v) the number and/or class of securities
and price per share in effect under each outstanding option incorporated into
this Plan from the Predecessor Plan. Such adjustments to the outstanding options
are to be effected in a manner which shall preclude the enlargement or dilution
of rights and benefits under such options. The adjustments determined by the
Plan Administrator shall be final, binding and conclusive.


                                       4

<PAGE>

                                  ARTICLE TWO

                       DISCRETIONARY 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 but shall not be less than eighty-five percent (85%)
of 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 Five and the documents evidencing the option, be payable in one or
more of the following:

                                    (i)      cash,

                                    (ii)     check made payable to the
                                             Corporation,

                                    (iii)    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

                                    (iv)     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. However, no option shall have a term in excess
of ten (10) years measured from the option grant date.

                                       5

<PAGE>

                  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)      Any option outstanding at the time
         of the Optionee's cessation of Service for any reason shall remain
         exercisable for such period of time thereafter as shall be determined
         by the Plan Administrator and set forth in the documents evidencing the
         option, but no such option shall be exercisable after the expiration of
         the option term.

                                    (ii)     Any option exercisable in whole or
         in part by the Optionee at the time of death may be subsequently
         exercised by the personal representative of the Optionee's estate or by
         the person or persons to whom the option is transferred pursuant to the
         Optionee's will or in accordance with the laws of descent and
         distribution.

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

                                    (iv)     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
         to the extent the option is not otherwise at that time exercisable for
         vested shares.

                           2.       The Plan Administrator shall have complete
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 from the limited exercise 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
         had the Optionee continued in Service.

                                       6

<PAGE>

                  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 a holder of record 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. Prior to the Section 12 Registration Date, the
Plan Administrator may not impose a vesting schedule upon any option grant or
the shares of Common Stock subject to that option which is more restrictive than
twenty percent (20%) per year vesting, with the initial vesting to occur not
later than one (1) year after the option grant date. However, such limitation
shall not be applicable to any option grants made to individuals who are
officers of the Corporation, non-employee Board members or independent
consultants.

                  F.       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. However, a
Non-Statutory Option may, in connection with the Optionee's estate plan, be
assigned in whole or in part during the Optionee's lifetime to one or more
members of the Optionee's immediate family or to a trust established exclusively
for one or more such family members. The assigned portion may only be exercised
by the person or persons who acquire a proprietary interest in the option
pursuant to the assignment. 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.

         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 Five shall be applicable to Incentive
Options. Options which are specifically designated as Non-Statutory Options
when issued under the Plan 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 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 calendar
year shall not exceed the sum of One Hundred Thousand Dollars ($100,000).


                                       7

<PAGE>

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.     CHANGE IN CONTROL

                  A.       Each option outstanding at the time of a Change in
Control but not otherwise fully exercisable shall automatically accelerate so
that each such option shall, immediately prior to the effective date of the
Change in Control, become exercisable for all of the shares of Common Stock at
the time subject to that option and may be exercised for any or all of those
shares as fully-vested shares of Common Stock. However, an outstanding option
shall not become exercisable on such an accelerated basis if and to the extent:
(i) such option is, in connection with the Change in Control, to be assumed or
otherwise continued in full force or effect by the successor corporation (or
parent thereof) pursuant to the terms of the Change in Control transaction, (ii)
such option is to be replaced with a cash incentive program of the successor
corporation which preserves the spread existing at the time of the Corporate
Transaction on the shares of Common Stock for which the option is not otherwise
at that time exercisable and provides for subsequent payout in accordance with
the same vesting schedule applicable to those 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, and the shares of Common Stock subject to those
terminated rights shall immediately vest in full, in the event of any Change in
Control, except to the extent: (i) those repurchase rights are to be assigned to
the successor corporation (or parent thereof) 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 Change
in Control, all outstanding options shall terminate and cease to be outstanding,
except to the extent assumed by the successor corporation (or parent thereof) or
otherwise expressly continued in full force and effect pursuant to the terms of
the Change in Control transaction.

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


                                       8

<PAGE>

remaining term of the Plan and (iii) the maximum number and/or class of
securities for which any one person may be granted stock options and direct
stock issuances under the Plan per calendar year.

                  E.       The Plan Administrator shall have full power and
authority exercisable, either at the time the option is granted or at any time
while the option remains outstanding, to provide for the accelerated vesting, in
whole or in part, of one or more outstanding options under the Discretionary
Option Grant Program automatically upon the occurrence of a Change in Control,
whether or not those options are to be assumed or otherwise continued in full
force and effect pursuant to the express terms of the Change in Control
transaction. In addition, the Plan Administrator may structure one or more of
the Corporation's repurchase rights under the Discretionary Option Grant Program
so that those rights shall immediately terminate, in whole or in part, at the
time of a Change in Control and shall not be assignable to the successor
corporation (or parent thereof), and the shares subject to those terminated
repurchase rights shall accordingly vest in full at the time of such Change in
Control.

                  F.       The Plan Administrator shall have full power and
authority exercisable, either at the time the option is granted or at any time
while the option remains outstanding, to provide for the accelerated vesting, in
whole or in part, of one or more outstanding options under the Discretionary
Option Grant Program upon the Involuntary Termination of the Optionee's Service
within a designated period (not to exceed twelve (12) months) following the
effective date of any Change in Control in which those options do not otherwise
accelerate. In addition, the Plan Administrator may structure one or more of the
Corporation's repurchase rights under the Discretionary Option Grant Program so
that those rights will immediately terminate at the time of such Involuntary
Termination, and the shares subject to those terminated repurchase rights shall
accordingly vest in full at that time.

                  G.       The portion of any Incentive Option accelerated in
connection with a Change in Control 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 outstanding options 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 Discretionary
Option Grant Program (including outstanding options incorporated from the
Predecessor Plan) 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.


                                       9

<PAGE>

                                 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. Shares of Common Stock
may also be issued under the Stock Issuance Program pursuant to share right
awards which entitle the recipients to receive those shares upon the attainment
of designated performance goals.

            A.   PURCHASE PRICE.

                 1.   The purchase price per share of Common Stock subject to
direct issuance shall be fixed by the Plan Administrator, but shall not be
less than one hundred percent (100%) of the Fair Market Value per share of
Common Stock on the issuance date.

                 2.   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/ISSUANCE PROVISIONS.

                 1.   The Plan Administrator may issue shares of Common Stock
under the Stock Issuance Program which are fully and immediately vested upon
issuance or which are to vest in one or more installments over the
Participant's period of Service or upon attainment of specified performance
objectives. Alternatively, the Plan Administrator may issue share right
awards under the Stock Issuance Program which shall entitle the recipient to
receive a specified number of shares of Common Stock upon the attainment of
one or more performance goals established by the Plan Administrator. Upon the
attainment of such performance goals, fully-vested shares of Common Stock
shall be issued in satisfaction of those share right awards. However, prior
to the Section 12 Registration Date, the Plan Administrator may not impose a
vesting schedule upon any stock issuance or share rights award effected under
the Stock Issuance Program which is more restrictive than twenty percent
(20%) per year vesting, with initial vesting to occur not later than one (1)
year after the issuance date. Such limitation shall not apply to any Common
Stock issuances made to the officers of the Corporation, non-employee Board
members or independent consultants.


                                       10

<PAGE>

                 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 his or
her 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 would otherwise occur upon the
cessation of the Participant's Service or the non-attainment of the performance
objectives applicable to those 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.

                  6.       Outstanding share right awards under the Stock
Issuance Program shall automatically terminate, and no shares of Common Stock
shall actually be issued in satisfaction of those awards, if the performance
goals established for such awards are not attained. The Plan Administrator,
however, shall have the discretionary authority to issue shares of Common Stock
in satisfaction of one or more outstanding share right awards as to which the
designated performance goals are not attained.

         II.      CHANGE IN CONTROL

                  A.       All of the Corporation's outstanding repurchase
rights under the Stock Issuance Program shall terminate automatically, and all
the shares of Common Stock subject to those terminated rights shall immediately
vest in full, in the event of any Change in Control,


                                       11

<PAGE>


except to the extent (i) those repurchase rights are to be assigned to the
successor corporation (or parent thereof) or are otherwise to continue in
full force and effect pursuant to the express terms of the Change in Control
transaction or (ii) such accelerated vesting is precluded by other
limitations imposed in the Stock Issuance Agreement.

                  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 remain outstanding under the
Stock Issuance Program, to provide that those rights shall automatically
terminate in whole or in part upon the occurrence of a Change in Control and
shall not be assignable to the successor corporation (or parent thereof), and
the shares of Common Stock subject to those terminated rights shall immediately
vest at the time of such Change in Control.

                  C.       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 remain outstanding under the
Stock Issuance Program, to provide that those rights shall automatically
terminate in whole or in part, and the shares of Common Stock subject to those
terminated rights shall immediately vest upon the Involuntary Termination of the
Participant's Service within a designated period (not to exceed twelve (12)
months) following the effective date of any Change in Control 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.

                                       12

<PAGE>

                                  ARTICLE FOUR

                         AUTOMATIC OPTION GRANT PROGRAM


         I.       OPTION TERMS

                  A.       GRANT DATES. Option grants shall be made on the dates
specified below:

                           1.       Each individual serving as a non-employee
Board member on the Underwriting Date shall automatically be granted at that
time a Non-Statutory Option to purchase 10,000 shares of Common Stock.

                           2.       Each individual who is first elected or
appointed as a non-employee Board member at any time after the Underwriting Date
shall automatically be granted, on the date of such initial election or
appointment, a Non-Statutory Option to purchase 50,000 shares of Common Stock,
provided that individual has not previously been in the employ of the
Corporation or any Parent or Subsidiary.

                           3.       On the date of each Annual Stockholders
Meeting, beginning with the Annual Meeting held in the first calendar year after
the calendar year of the Underwriting Date, each individual who is to continue
to serve as an Eligible Director, whether or not that individual is standing for
re-election to the Board at that particular Annual Meeting, shall automatically
be granted a Non-Statutory Option to purchase 10,000 shares of Common Stock,
provided such individual has served as a non-employee Board member for at least
six (6) months. There shall be no limit on the number of such 10,000-share
option grants any one Eligible Director may receive over his or her period of
Board service, and non-employee Board members who have previously been in the
employ of the Corporation (or any Parent or Subsidiary) shall be eligible to
receive one or more such annual option grants over their period of continued
Board service.

                  B.       EXERCISE PRICE.

                           1.       The exercise price per share shall
be equal to one hundred percent (100%) of the Fair Market Value per share of
Common Stock on the option grant date.

                           2.       The exercise price shall be payable
in one or more of the alternative forms authorized under the Discretionary
Option Grant Program. Except to the extent the sale and remittance procedure
specified thereunder is utilized, payment of the exercise price for the
purchased shares must be made on the Exercise Date.

                  C.       OPTION TERM. Each option shall have a term
of ten (10) years measured from the option grant date.

                  D.       EXERCISE AND VESTING OF OPTIONS. Each option
shall be immediately exercisable for any or all of the option shares. However,
any shares purchased under the option shall be subject to repurchase by the
Corporation, at the exercise price paid per share, upon the Optionee's cessation
of Board service prior to vesting in those shares. Each initial 50,000-share
grant shall vest, and the Corporation's repurchase right shall lapse, in a
series of four (4)


                                       13

<PAGE>

successive equal annual installments upon the Optionee's completion of each
year of Board service over the four (4)-year period measured from the option
grant date. Each annual 10,000-share grant shall vest, and the Corporation's
repurchase right shall lapse, upon the Optionee's completion of one (1) year
of Board service measured from the automatic grant date.

                           E.       TERMINATION OF BOARD SERVICE. The following
provisions shall govern the exercise of any options held by the Optionee at the
time the Optionee ceases to serve as a Board member:

                                    (i)      The period of exercising the option
         shall be limited to a twelve (12)-month period measured from the date
         of the Optionee's cessation of Board service.

                                    (ii)     During the twelve (12)-month
         exercise period, the option may not be exercised in the aggregate for
         more than the number of shares of Common Stock in which the Optionee is
         vested at time of his or her cessation of Board service.

                                    (iii)    Should the Optionee cease to serve
         as a Board member by reason of death or Permanent Disability, then all
         shares at the time subject to the option shall immediately vest so that
         such option may, during the twelve (12)-month exercise period following
         such cessation of Board service, be exercised for all or any portion of
         those shares as fully-vested shares of Common Stock.

                                    (iv)     In no event shall the option remain
         exercisable after the expiration of the option term.

                                    (v)      Upon the expiration of the twelve
         (12)-month 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 Board
         service for any reason other than death or Permanent Disability,
         terminate and cease to be outstanding for any and all option shares in
         which the Optionee is not otherwise at that time vested.

         II.      CHANGE IN CONTROL

                  A.       The shares of Common Stock at the time subject to
each option outstanding at the time of a Change in Control but not otherwise
vested shall automatically vest in full so that each such option shall,
immediately prior to the effective date of the Change in Control, become fully
exercisable for all of the shares of Common Stock at the time subject to such
option and may be exercised for all or any portion of those shares as
fully-vested shares of Common Stock. Immediately following the consummation of
the Change in Control, each automatic option grant shall terminate and cease to
be outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

                                       14

<PAGE>

                  B.       Each option which is assumed in connection with a
Change in Control shall be appropriately adjusted, immediately after such Change
in Control, to apply to the number and class of securities which would have been
issuable to the Optionee in consummation of such Change in Control had the
option been exercised immediately prior to such Change in Control. Appropriate
adjustments shall also be made to the exercise price payable per share under
each outstanding option, provided the aggregate exercise price payable for such
securities shall remain the same.

                  C.       The grant of options under the Automatic Option Grant
Program 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.

         III.     REMAINING TERMS

                  The remaining terms of each option granted under the Automatic
Option Grant Program shall be the same as the terms in effect for option grants
made under the Discretionary Option Grant Program.


                                       15

<PAGE>

                                  ARTICLE FIVE

                                  MISCELLANEOUS


         I.       FINANCING

                  The Plan Administrator may permit any Optionee or Participant
to pay the option exercise price under the Discretionary Option Grant Program or
the purchase price of shares issued under the Stock Issuance Program by
delivering a full-recourse, interest bearing promissory note payable in one or
more installments. 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 may 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 (less the par value of
those 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.      TAX WITHHOLDING

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

                  B.       The Plan Administrator may, in its discretion,
provide any or all holders of Non-Statutory Options or unvested shares of Common
Stock under the Plan with the right to use shares of Common Stock in
satisfaction of all or part of the Taxes incurred by such holders in connection
with the exercise of their options or the vesting of their shares. Such right
may be provided to any such holder in either or both of the following formats:

                           STOCK WITHHOLDING: The election to have the
Corporation withhold, from the shares of Common Stock otherwise issuable upon
the exercise of such Non-Statutory Option or the vesting of such shares, a
portion of those shares with an aggregate Fair Market Value equal to the
percentage of the Taxes (not to exceed one hundred percent (100%)) designated by
the holder.

                           STOCK DELIVERY: The election to deliver to the
Corporation, at the time the Non-Statutory Option is exercised or the shares
vest, one or more shares of Common Stock previously acquired by such holder
(other than in connection with the option exercise or share vesting triggering
the Taxes) with an aggregate Fair Market Value equal to the percentage of the
Taxes (not to exceed one hundred percent (100%)) designated by the holder.

         III.     EFFECTIVE DATE AND TERM OF THE PLAN

                  A.       The Discretionary Option Grant and Stock Issuance
Programs became effective immediately upon the Plan Effective Date. However,
the Automatic Option Grant Program became effective on the Underwriting Date.

                                       16

<PAGE>

         B.       The Plan was amended by the Board on April 9, 1999 and
approved by the stockholders at the 1999 Annual Meeting, in order to increase
the share reserve under the Plan by an additional Eight Million (8,000,000)
shares and to limit the annual automatic share increase to 1,200,000 shares
annually.

         C.       The Plan serves as the successor to the Predecessor Plan, and
no further option grants or direct stock issuances shall be made under the
Predecessor Plan after the Plan Effective Date. All options outstanding under
the Predecessor Plan on the Plan Effective Date shall be incorporated into the
Plan at that time and shall be treated as outstanding options under the Plan.
However, each outstanding option so incorporated shall continue to be governed
solely by the terms of the documents evidencing such option, and no provision of
the Plan shall be deemed to affect or otherwise modify the rights or obligations
of the holders of such incorporated options with respect to their acquisition of
shares of Common Stock.

         D.       One or more provisions of the Plan, including (without
limitation) the option/vesting acceleration provisions of Article Two relating
to Changes in Control, may, in the Plan Administrator's discretion, be extended
to one or more options incorporated from the Predecessor Plan which do not
otherwise contain such provisions.

         E.       The Plan shall terminate upon the earliest of (i) November 6,
2007, (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 a Change in Control. Upon such plan
termination, all outstanding option grants and unvested stock issuances shall
thereafter continue to have force and effect in accordance with the provisions
of the documents evidencing such grants or issuances.

         IV.      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 the rights and obligations with
respect to stock 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 Discretionary Option Grant Program and shares of Common Stock
may be issued under the Stock Issuance Program that 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 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


                                       17

<PAGE>

issued under the Plan and held in escrow, together with interest (at the
applicable Short Term Federal Rate) for the period the shares were held in
escrow, and such shares shall thereupon be automatically cancelled and cease to
be outstanding.

         V.       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.

         VI.      REGULATORY APPROVALS

                  A.       The implementation of the Plan, the granting of any
stock option under the Plan and the issuance of any shares of Common Stock (i)
upon the exercise of any granted 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 stock
options granted under it and the shares of Common Stock issued pursuant to it.

                  B.       No shares of Common Stock or other assets shall be
issued or delivered under the Plan unless and until there shall have been
compliance with all applicable requirements of Federal and state securities
laws, including the filing and effectiveness of the Form S-8 registration
statement for the shares of Common Stock issuable under the Plan, and all
applicable listing requirements of any stock exchange (or the Nasdaq National
Market, if applicable) on which Common Stock is then listed for trading.

         VII.     NO EMPLOYMENT/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.


                                       18
<PAGE>

                                    APPENDIX

                  The following definitions shall be in effect under the Plan:

         A.       AUTOMATIC OPTION GRANT PROGRAM shall mean the automatic option
grant program in effect under the Plan.

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

         C.       CHANGE IN CONTROL shall mean any of the following
                  transactions:

                           (i)      a merger or consolidation approved by the
         Corporation's stockholders 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,

                           (ii)     any stockholder-approved sale, transfer or
         other disposition of all or substantially all of the Corporation's
         assets in complete liquidation or dissolution of the Corporation, or

                           (iii)    the acquisition, directly or indirectly by
         any person or related group of persons (other than the Corporation or a
         person that directly or indirectly controls, is controlled by, or is
         under common control with, the Corporation), of beneficial ownership
         (within the meaning of Rule 13d-3 of the 1934 Act) of securities
         possessing more than fifty percent (50%) of the total combined voting
         power of the Corporation's outstanding securities pursuant to a tender
         or exchange offer made directly to the Corporation's stockholders.

                  In no event shall any of the following transactions be deemed
to constitute a Change in Control:

                           -        the initial public offering of the Common
         Stock or any secondary offerings of the Common Stock in the open
         market; or

                           -        any other direct issuance of securities by
         the Corporation effected primarily for the purpose of raising
         additional capital or funding for the business operations of the
         Corporation or any Parent or Subsidiary.

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

         E.       COMMON STOCK shall mean the Corporation's common stock.

         F.       CORPORATION shall mean DoubleClick Inc., a Delaware
corporation, and its successors.

         G.       DISCRETIONARY OPTION GRANT PROGRAM shall mean the
discretionary option grant program in effect under the Plan.


                                       A-1

<PAGE>

         H.       ELIGIBLE DIRECTOR shall mean a non-employee Board member
eligible to participate in the Automatic Option Grant Program in accordance with
the eligibility provisions of Article One.

         I.       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.

         J.       EXERCISE DATE shall mean the date on which the Corporation
shall have received written notice of the option exercise.

         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 deemed
         equal to the closing selling price per share of Common Stock on the
         date in question, as such price is reported on the Nasdaq National
         Market or any successor system. 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 deemed equal to
         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)    For purposes of any option grants made on
         the Underwriting Date, the Fair Market Value shall be deemed to be
         equal to the price per share at which the Common Stock is to be sold in
         the initial public offering pursuant to the Underwriting Agreement.

                           (iv)     For purposes of any option grants made prior
         to the Underwriting Date, the Fair Market Value shall be determined by
         the Plan Administrator, after taking into account such factors as it
         deems appropriate.

         L.       INCENTIVE OPTION shall mean an option which satisfies the
requirements of Code Section 422.

         M.       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


                                       A-2
<PAGE>

                           (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 bonus under any 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
         by the Corporation without the individual's consent.

         N.       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).

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

         P.       NON-STATUTORY OPTION shall mean an option not intended to
satisfy the requirements of Code Section 422.

         Q.       OPTIONEE shall mean any person to whom an option is granted
under the Discretionary Option Grant and Automatic Option Grant Program.

         R.       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.

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

         T.       PERMANENT DISABILITY OR PERMANENTLY DISABLED 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 expected to result in death or to be of continuous duration of twelve
(12) months or more. However, solely for purposes of the Automatic Option Grant
Program, Permanent Disability or Permanently Disabled shall mean the inability
of the non-employee Board member to perform his or her usual duties as a Board
member by reason of any medically determinable physical or mental impairment
expected to result in death or to be of continuous duration of twelve (12)
months or more.

         U.       PLAN shall mean the Corporation's 1997 Stock Incentive Plan,
as set forth in this document.


                                       A-3
<PAGE>

         V.       PLAN ADMINISTRATOR shall mean the particular entity, whether
the Primary Committee, the Board or the Secondary Committee, which is authorized
to administer the Discretionary Option Grant and Stock Issuance Programs with
respect to one or more classes of eligible persons, to the extent such entity is
carrying out its administrative functions under those programs with respect to
the persons under its jurisdiction.

         W.       PLAN EFFECTIVE DATE shall mean November 7, 1997, the date on
which the Plan was adopted by the Board.

         X.       PREDECESSOR PLAN shall mean the Corporation's pre-existing
1996 Stock Option Plan in effect immediately prior to the Plan Effective Date
hereunder.

         Y.       PRIMARY COMMITTEE shall mean the committee of two (2) or more
non-employee Board members appointed by the Board to administer the
Discretionary Option Grant and Stock Issuance Programs with respect to Section
16 Insiders.

         Z.       SECONDARY COMMITTEE shall mean a committee of one (1) or more
Board members appointed by the Board to administer the Discretionary Option
Grant and Stock Issuance Programs with respect to eligible persons other than
Section 16 Insiders.

         AA.      SECTION 12 REGISTRATION DATE shall mean February 19, 1998,
which was the date on which the Common Stock was first registered under Section
12 of the 1934 Act.

         BB.      SECTION 16 INSIDER shall mean an officer or director of the
Corporation subject to the short-swing profit liabilities of Section 16 of the
1934 Act.

         CC.      SERVICE shall mean the performance of services for 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.

         DD.      STOCK EXCHANGE shall mean either the American Stock Exchange
or the New York Stock Exchange.

         EE.      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.

         FF.      STOCK ISSUANCE PROGRAM shall mean the stock issuance program
in effect under the Plan.

         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.


                                       A-4

<PAGE>
         HH.      TAXES shall mean the Federal, state and local income and
employment tax liabilities incurred by the holder of Non-Statutory Options or
unvested shares of Common Stock in connection with the exercise of those options
or the vesting of those shares.

         II.      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).

         JJ.      UNDERWRITING AGREEMENT shall mean the agreement between the
Corporation and the underwriter or underwriters managing the initial public
offering of the Common Stock.

         KK.      UNDERWRITING DATE shall mean February 19, 1998, which was
the date on which the Underwriting Agreement was executed and priced in
connection with an initial public offering of the Common Stock.


                                       A-5


<PAGE>



                                  EXHIBIT 99.12

                                DOUBLECLICK INC.
                1999 NON-OFFICER STOCK OPTION/STOCK ISSUANCE PLAN


<PAGE>

                                 DOUBLECLICK INC
                1999 NON-OFFICER STOCK OPTION/STOCK ISSUANCE PLAN

             (AS AMENDED AND RESTATED EFFECTIVE AS OF APRIL 9, 1999)

                                   ARTICLE ONE

                               GENERAL PROVISIONS

         I.       PURPOSE OF THE PLAN

                  This 1999 Non-Officer Stock Option/Stock Issuance Plan is
intended to promote the interests of DoubleClick Inc., a Delaware
corporation, by providing eligible persons with the opportunity to acquire a
proprietary interest, or otherwise increase their proprietary interest, in
the Corporation as an incentive for them to remain in the service of the
Corporation.

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

                  All share numbers in the May 24, 1999 restatement reflect
all splits of the Common Stock effected through May 24, 1999, including the
two (2)-for-one (1) split of the Common Stock effected on March 24, 1999.

         II.      STRUCTURE OF THE PLAN

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

                           (i)      the Discretionary 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 all equity programs under the Plan and shall govern the interests of
all persons under the Plan.

         III.     ADMINISTRATION OF THE PLAN

                  A.       Administration of the Plan may, at the Board's
discretion, be vested in a Secondary Committee, or the Board may retain the
power to administer the Plan.

                  B.       Members of the Committee shall serve for such
period of time as the Board may determine and may be removed 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 such
committee.


<PAGE>

                  C.       Each Plan Administrator shall, within the scope of
its administrative functions under the Plan, 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
provisions of such programs and any outstanding options or stock issuances
thereunder as it may deem necessary or advisable. Decisions of the Plan
Administrator within the scope of its administrative functions under the Plan
shall be final and binding on all parties who have an interest in the
Discretionary Option Grant and Stock Issuance Programs under its jurisdiction
or any option grants or stock issuance thereunder.

                  D.       Service on the Committee shall constitute service
as a Board member, and members of the Committee shall accordingly be entitled
to full indemnification and reimbursement as Board members for their service
on the Committee. No member of the Committee shall be liable for any act or
omission made in good faith with respect to the Plan or any option grants or
stock issuances under the Plan.

         IV.      ELIGIBILITY

                  A.       The persons eligible to participate in the
Discretionary Option Grant and Stock Issuance Programs are as follows:

                           (i)      Employees (other than officers of the
Corporation), and

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

                  B.       The Plan Administrator shall, within the scope of
its administrative jurisdiction under the Plan, have full authority to
determine, (i) with respect to the option grants under the Discretionary
Option Grant Program, which eligible persons are to receive option grants,
the time or times when such option grants are to be made, the number of
shares to be covered by each such grant, 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 under the Stock Issuance
Program, which eligible persons are to receive stock issuances, the time or
times when such 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 for such shares.

                  C.       The Plan Administrator shall have the absolute
discretion either to grant options in accordance with the Discretionary
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, including shares
repurchased by the Corporation on the open market. The maximum number of
shares of Common Stock reserved for issuance over the term of the Plan shall
not exceed 375,000 shares.


                                       2

<PAGE>

                  B.       Shares of Common Stock subject to outstanding
options shall be available for subsequent issuance under the Plan to the
extent (i) those options expire or terminate for any reason prior to exercise
in full or (ii) the options are cancelled in accordance with
cancellation-regrant provisions of Article Two. Unvested shares issued under
the Plan and subsequently cancelled or repurchased by the Corporation, at the
original exercise or 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. However, should the
exercise price of an option under the Plan be paid with shares of Common
Stock, then the number of shares of Common Stock available for issuance under
the Plan shall be reduced by the gross number of shares for which the option
is exercised and not by the net number of shares of Common Stock issued to
the holder of such option.

                  C.       If any change is 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 under the Plan. Such adjustments to the outstanding options are to be
effected in a manner which shall preclude the enlargement or dilution of
rights and benefits under such options. The adjustments determined by the
Plan Administrator shall be final, binding and conclusive.


                                       3

<PAGE>

                                   ARTICLE TWO

                        DISCRETIONARY OPTION GRANT PROGRAM

         I.       OPTION TERMS

                  Each option shall be a Non-Statutory Option and 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.

                  A.       EXERCISE PRICE.

                           1.       The exercise price per share shall be
fixed by the Plan Administrator but shall not be less than eighty-five
percent (85%) of 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 one or more of the following:

                                    (i)      cash,

                                    (ii)     check made payable to the
         Corporation,

                                    (iii)    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

                                    (iv)     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. However, no option shall have a term in
excess of ten (10) years measured from the option grant date.


                                       4

<PAGE>

                  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)      Any option outstanding at the
         time of the Optionee's cessation of Service for any reason shall
         remain exercisable for such period of time thereafter as shall be
         determined by the Plan Administrator and set forth in the documents
         evidencing the option, but no such option shall be exercisable after
         the expiration of the option term.

                                    (ii)     Any option exercisable in whole
         or in part by the Optionee at the time of death may be subsequently
         exercised by the personal representative of the Optionee's estate or
         by the person or persons to whom the option is transferred pursuant
         to the Optionee's will or in accordance with the laws of descent and
         distribution.

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

                                    (iv)     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 to the extent the option is
         not otherwise at that time exercisable for vested shares.

                           2.       The Plan Administrator shall have
complete 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 from the limited exercise 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 had the
         Optionee continued in Service.


                                       5

<PAGE>

                  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 a holder of record 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.       LIMITED TRANSFERABILITY OF OPTIONS. During the
lifetime of the Optionee, an option may, to the extent permitted by the Plan
Administrator and in connection with the Optionee's estate plan, be assigned
in whole or in part during the Optionee's lifetime to one or more members of
the Optionee's immediate family or to a trust established exclusively for one
or more such family members. The assigned portion may only be exercised by
the person or persons who acquire a proprietary interest in the option
pursuant to the assignment. 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.

         II.      CHANGE IN CONTROL

                  A.       Each option outstanding at the time of a Change in
Control but not otherwise fully exercisable shall automatically accelerate so
that each such option shall, immediately prior to the effective date of the
Change in Control, become exercisable for all of the shares of Common Stock
at the time subject to that option and may be exercised for any or all of
those shares as fully-vested shares of Common Stock. However, an outstanding
option shall not become exercisable on such an accelerated if and to the
extent: (i) such option is, in connection with the Change in Control, to be
assumed or otherwise continued in full force or effect by the successor
corporation (or parent thereof) pursuant to the terms of the Change in
Control transaction, (ii) such option is to be replaced with a cash incentive
program of the successor corporation which preserves the spread existing at
the time of the Corporate Transaction on the shares of Common Stock for which
the option is not otherwise at that time exercisable and provides for
subsequent payout in accordance with the same vesting schedule applicable to
those 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, and the shares of Common Stock subject to those
terminated rights shall immediately vest in full, in the event of any Change
in Control, except to the extent: (i) those repurchase rights are to be
assigned to the successor corporation (or parent thereof) or (ii) such
accelerated vesting is precluded by other limitations imposed by the Plan
Administrator at the time the repurchase right is issued.


                                       6

<PAGE>

                  C.       Immediately following the consummation of the
Change in Control, all outstanding options shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof) or otherwise expressly continued in full force and effect
pursuant to the terms of the Change in Control transaction.

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

                  E.       The Plan Administrator shall have full power and
authority exercisable, either at the time the option is granted or at any
time while the option remains outstanding, to provide for the accelerated
vesting, in whole or in part, of one or more outstanding options under the
Discretionary Option Grant Program automatically upon the occurrence of a
Change in Control, whether or not those options are to be assumed or
otherwise continued in full force and effect pursuant to the express terms of
the Change in Control transaction. In addition, the Plan Administrator may
structure one or more of the Corporation's repurchase rights under the
Discretionary Option Grant Program so that those rights shall immediately
terminate, in whole or in part, at the time of a Change in Control and shall
not be assignable to the successor corporation (or parent thereof), and the
shares subject to those terminated repurchase rights shall accordingly vest
in full at the time of such Change in Control.

                  F.       The Plan Administrator shall have full power and
authority exercisable, either at the time the option is granted or at any
time while the option remains outstanding, to provide for the accelerated
vesting, in whole or in part, of one or more outstanding options under the
Discretionary Option Grant Program upon the Involuntary Termination of the
Optionee's Service within a designated period (not to exceed twelve (12)
months) following the effective date of any Change in Control in which those
options do not otherwise accelerate. In addition, the Plan Administrator may
structure one or more of the Corporation's repurchase rights under the
Discretionary Option Grant Program so that those rights will immediately
terminate at the time of such Involuntary Termination, and the shares subject
to those terminated repurchase rights shall accordingly vest in full at that
time.

                  G.       The outstanding options 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.


                                       7

<PAGE>

         III.     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
Discretionary 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.


                                       8

<PAGE>

                                  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.
Shares of Common Stock may also be issued under the Stock Issuance Program
pursuant to share right awards which entitle the recipients to receive those
shares upon the attainment of designated performance goals.

                  A.       PURCHASE PRICE.

                           1.       The purchase price per share of Common
Stock subject to direct issuance shall be fixed by the Plan Administrator,
but shall not be less than one hundred percent (100%) of the Fair Market
Value per share of Common Stock on the issuance date.

                           2.       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/ISSUANCE PROVISIONS.

                           1.       The Plan Administrator may issue shares
of Common Stock under the Stock Issuance Program which are fully and
immediately vested upon issuance or which are to vest in one or more
installments over the Participant's period of Service or upon attainment of
specified performance objectives. Alternatively, the Plan Administrator may
issue share right awards under the Stock Issuance Program which shall entitle
the recipient to receive a specified number of shares of Common Stock upon
the attainment of one or more performance goals established by the Plan
Administrator. Upon the attainment of such performance goals, fully-vested
shares of Common Stock shall be issued in satisfaction of those share right
awards.

                           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 his or her 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.


                                       9

<PAGE>

                           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 would
otherwise occur upon the cessation of the Participant's Service or the
non-attainment of the performance objectives applicable to those 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.

                           6.       Outstanding share right awards under the
Stock Issuance Program shall automatically terminate, and no shares of Common
Stock shall actually be issued in satisfaction of those awards, if the
performance goals established for such awards are not attained. The Plan
Administrator, however, shall have the discretionary authority to issue
shares of Common Stock in satisfaction of one or more outstanding share right
awards as to which the designated performance goals are not attained.

         II.      CHANGE IN CONTROL

                  A.       All of the Corporation's outstanding repurchase
rights under the Stock Issuance Program shall terminate automatically, and
all the shares of Common Stock subject to those terminated rights shall
immediately vest in full, in the event of any Change in Control, except to
the extent (i) those repurchase rights are to be assigned to the successor
corporation (or parent thereof) or are otherwise to continue in full force
and effect pursuant to the express terms of the Change in Control transaction
or (ii) such accelerated vesting is precluded by other limitations imposed in
the Stock Issuance Agreement.


                                       10

<PAGE>

                  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 remain
outstanding under the Stock Issuance Program, to provide that those rights
shall automatically terminate in whole or in part upon the occurrence of a
Change in Control and shall not be assignable to the successor corporation
(or parent thereof), and the shares of Common Stock subject to those
terminated rights shall immediately vest at the time of such Change in
Control.

                  C.       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 remain
outstanding under the Stock Issuance Program, to provide that those rights
shall automatically terminate in whole or in part, and the shares of Common
Stock subject to those terminated rights shall immediately vest upon the
Involuntary Termination of the Participant's Service within a designated
period (not to exceed twelve (12) months) following the effective date of any
Change in Control 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.


                                       11

<PAGE>

                                  ARTICLE FOUR

                                  MISCELLANEOUS

         I.       FINANCING

                  The Plan Administrator may permit any Optionee or
Participant to pay the option exercise price under the Discretionary Option
Grant Program or the purchase price of shares issued under the Stock Issuance
Program by delivering a full-recourse, interest bearing promissory note
payable in one or more installments. 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 may 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 (less the par value of those 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.      TAX WITHHOLDING

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

         III.     EFFECTIVE DATE AND TERM OF THE PLAN

                  A.       The Discretionary Option Grant and Stock Issuance
Programs shall become effective immediately upon the Plan Effective Date.
Options may be granted under the Discretionary Option Grant Program at any
time on or after the Plan Effective Date.

                  B.       The Plan shall terminate upon the earliest of (i)
April 8, 2009, (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 a Change in
Control. Upon such plan termination, all outstanding option grants and
unvested stock issuances shall thereafter continue to have force and effect
in accordance with the provisions of the documents evidencing such grants or
issuances.

         IV.      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 the rights and
obligations with respect to stock 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.


                                       12

<PAGE>

         V.       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.

         VI.      NO EMPLOYMENT/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.


                                       13

<PAGE>

                                    APPENDIX

                  The following definitions shall be in effect under the Plan:

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

         B.       CHANGE IN CONTROL shall mean any of the following
transactions:

                           (i)      a merger or consolidation approved by the
         Corporation's stockholders 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,

                           (ii)     any stockholder-approved sale, transfer
         or other disposition of all or substantially all of the
         Corporation's assets in complete liquidation or dissolution of the
         Corporation, or

                           (iii)    the acquisition, directly or indirectly
         by any person or related group of persons (other than the
         Corporation or a person that directly or indirectly controls, is
         controlled by, or is under common control with, the Corporation), of
         beneficial ownership (within the meaning of Rule 13d-3 of the 1934
         Act) of securities possessing more than fifty percent (50%) of the
         total combined voting power of the Corporation's outstanding
         securities pursuant to a tender or exchange offer made directly to
         the Corporation's stockholders.

                  In no event shall any direct issuance of securities by the
         Corporation effected primarily for the purpose of raising additional
         capital or funding for the business operations of the Corporation or
         any Parent or Subsidiary be deemed to constitute a Change in Control.

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

         D.       COMMITTEE shall mean a committee of one (1) or more Board
members appointed by the Board to administer the Discretionary Option Grant
and Stock Issuance Programs.

         E.       COMMON STOCK shall mean the Corporation's common stock.

         F.       CORPORATION shall mean DoubleClick Inc., a Delaware
corporation, and its successors.

         G.       DISCRETIONARY OPTION GRANT PROGRAM shall mean the
discretionary option grant program in effect under the Plan.

         H.       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.


                                       A-1

<PAGE>

         I.       EXERCISE DATE shall mean the date on which the Corporation
shall have received written notice of the option exercise.

         J.       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
         deemed equal to the closing selling price per share of Common Stock
         on the date in question, as such price is reported on the Nasdaq
         National Market or any successor system. 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 deemed
         equal to 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.

         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 bonus under any 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 by the Corporation 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).


                                       A-2

<PAGE>

         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.       OPTIONEE shall mean any person to whom an option is granted
under the Discretionary Option Grant.

         P.       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.

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

         R.       PERMANENT DISABILITY OR PERMANENTLY DISABLED 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 expected to result in death or to be of continuous duration of
twelve (12) months or more.

         S.       PLAN shall mean the Corporation's 1999 Non-Officer Stock
Option/Stock Issuance Plan, as set forth in this document.

         T.       PLAN ADMINISTRATOR shall mean the particular entity,
whether the Board or the Committee, which is authorized to administer the
Discretionary Option Grant and Stock Issuance Programs.

         U.       PLAN EFFECTIVE DATE shall mean April 9, 1999 the date on
which the Plan was adopted by the Board.

         V.       SERVICE shall mean the performance of services for the
Corporation (or any Parent or Subsidiary) by a person in the capacity of an
Employee, a consultant or an independent advisor, except to the extent
otherwise specifically provided in the documents evidencing the option grant
or stock issuance.

         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.


                                       A-3

<PAGE>

         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.


                                       A-4

<PAGE>


                                  EXHIBIT 99.13

                                DOUBLECLICK INC.
                        1999 EMPLOYEE STOCK PURCHASE PLAN


<PAGE>

                                DOUBLECLICK INC.
                        1999 EMPLOYEE STOCK PURCHASE PLAN



         I.       PURPOSE OF THE PLAN

                  This Employee Stock Purchase Plan is intended to promote
the interests of DoubleClick Inc., a Delaware corporation, by providing
eligible employees with the opportunity to acquire a proprietary interest in
the Corporation through participation in a payroll-deduction based employee
stock purchase plan designed to qualify under Section 423 of the Code.

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

         II.      ADMINISTRATION OF THE PLAN

                  The Plan Administrator shall have full authority to
interpret and construe any provision of the Plan and to adopt such rules and
regulations for administering the Plan as it may deem necessary in order to
comply with the requirements of Code Section 423. Decisions of the Plan
Administrator shall be final and binding on all parties having an interest in
the Plan.

         III.     STOCK SUBJECT TO PLAN

                  A.       The stock purchasable under the Plan shall be
shares of authorized but unissued or reacquired Common Stock, including
shares of Common Stock purchased on the open market. The number of shares of
Common Stock initially reserved for issuance over the term of the Plan shall
initially be limited to 500,000 shares.

                  B.       The number of shares of Common Stock available for
issuance under the Plan shall automatically increase on the first trading day
of January each calendar year during the term of the Plan, beginning with
calendar year 2001, by an amount equal to one percent (1%) of the total
number of shares of Common Stock outstanding on the last trading day in
December of the immediately preceding calendar year, but in no event shall
any such annual increase exceed 450,000 shares.

                  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 class of
securities issuable under the Plan, (ii) the maximum number and class of
securities purchasable per Participant on any one Purchase Date, (iii) the
maximum number and class of securities purchasable by all Participants in the
aggregate on any one Purchase Date, (iv) the maximum number and/or class of
securities by which the share reserve is to increase automatically each
calendar year pursuant to the provisions of Section III.B of this Article One
and (v) the number and class of securities and the price per share in effect
under each outstanding purchase right in order to prevent the dilution or
enlargement of benefits thereunder.


<PAGE>

         IV.      OFFERING PERIODS

                  A.       Shares of Common Stock shall be offered for
purchase under the Plan through a series of successive offering periods until
such time as (i) the maximum number of shares of Common Stock available for
issuance under the Plan shall have been purchased or (ii) the Plan shall have
been sooner terminated.

                  B.       Each offering period shall be of such duration not
to exceed twenty-four (24) months as determined by the Plan Administrator
prior to the start date of such offering period. The initial offering period
shall commence on the Effective Date and terminate as designated by the Plan
Administrator.

                  C.       Each offering period shall be comprised of a
series of one or more successive Purchase Periods. The length of each
Purchase Period during an offering period shall be determined by the Plan
Administrator prior to the commencement of that offering period. The first
Purchase Period shall commence on the Effective Date.

                  D.       Should the Fair Market Value per share of Common
Stock on any Purchase Date within an offering period be less than the Fair
Market Value per share of Common Stock on the start date of that offering
period, then that offering period shall automatically terminate immediately
after the purchase of shares of Common Stock on such Purchase Date, and a new
offering period shall commence on the next business day following such
Purchase Date. The duration of the new offering period shall be established
by the Plan Administrator (not to exceed twenty (24) months) within five (5)
business days following the start date of that offering period.

         V.       ELIGIBILITY

                  A.       Each individual who is an Eligible Employee on the
start date of any offering period under the Plan may enter that offering
period on such start date or on any subsequent Entry Date within that
offering period, provided he or she remains an Eligible Employee.

                  B.       Each individual who first becomes an Eligible
Employee after the start date of an offering period may enter that offering
period on any subsequent Entry Date within that offering period on which he
or she is an Eligible Employee.

                  C.       The date an individual enters an offering period
shall be designated his or her Entry Date for purposes of that offering
period.

                  D.       To participate in the Plan for a particular
offering period, the Eligible Employee must complete the enrollment forms
prescribed by the Plan Administrator (including a stock purchase agreement
and a payroll deduction authorization) and file such forms with the Plan
Administrator (or its designate) on or before his or her scheduled Entry Date.


                                       2.

<PAGE>

         VI.      PAYROLL DEDUCTIONS

                  A.       The payroll deduction authorized by the
Participant for purposes of acquiring shares of Common Stock during an
offering period may be any multiple of one percent (1%) of the Cash
Compensation paid to the Participant during each Purchase Period within that
offering period. The maximum amount of payroll deduction authorized for
purchases during any calendar year under the Purchase Plan and any other
employee stock purchase plan maintained by the Corporation or any Corporate
Affiliate (including the NetGravity, Inc. 1998 Employee Stock Purchase Plan
assumed by the Corporation) may not to exceed ten percent (10%) of the
Participant's Cash Compensation for each year. The Plan Administrator shall
have the discretionary authority, exercisable prior to the start of any
offering period to provide that the payroll deductions shall be based on the
Base Salary paid to the Participant and to designate the maximum payroll
deduction in effect (not to exceed ten percent (10%)) for that offering
period.

                  B.       The deduction rate authorized by the Participant
shall continue in effect throughout the offering period, except to the extent
such rate is changed in accordance with the following guidelines:

                                    (i)      The Participant may, at any time
         during the offering period, reduce his or her rate of payroll
         deduction to become effective as soon as possible after filing the
         appropriate form with the Plan Administrator. The Participant may
         not, however, effect more than one (1) such reduction per Purchase
         Period.

                                    (ii)     The Participant may, prior to
         the commencement of any new Purchase Period within the offering
         period, increase the rate of his or her payroll deduction by filing
         the appropriate form with the Plan Administrator. The new rate
         (which may not exceed the ten percent (10%) maximum (or such other
         maximum designated by the Plan Administrator) shall become effective
         on the start date of the first Purchase Period following the filing
         of such form.

                  B.       Payroll deductions shall begin on the first pay
day administratively feasible following the Participant's Entry Date into the
offering period and shall (unless sooner terminated by the Participant)
continue through the pay day ending with or immediately prior to the last day
of that offering period. The amounts so collected shall be credited to the
Participant's book account under the Plan, but no interest shall be paid on
the balance from time to time outstanding in such account. The amounts
collected from the Participant shall not be required to be held in any
segregated account or trust fund and may be commingled with the general
assets of the Corporation and used for general corporate purposes.

                  C.       Payroll deductions shall automatically cease upon
the termination of the Participant's purchase right in accordance with the
provisions of the Plan.

                  D.       The Participant's acquisition of Common Stock
under the Plan on any Purchase Date shall neither limit nor require the
Participant's acquisition of Common Stock on any subsequent Purchase Date,
whether within the same or a different offering period.


                                       3.

<PAGE>

         VII.     PURCHASE RIGHTS

                  A.       GRANT OF PURCHASE RIGHT. A Participant shall be
granted a separate purchase right for each offering period in which he or she
participates. The purchase right shall be granted on the Participant's Entry
Date into the offering period and shall provide the Participant with the
right to purchase shares of Common Stock, in a series of successive
installments over the remainder of such offering period, upon the terms set
forth below. The Participant shall execute a stock purchase agreement
embodying such terms and such other provisions (not inconsistent with the
Plan) as the Plan Administrator may deem advisable.

                  Under no circumstances shall purchase rights be granted
under the Plan to any Eligible Employee if such individual would, immediately
after the grant, own (within the meaning of Code Section 424(d)) or hold
outstanding options or other rights to purchase, stock possessing five
percent (5%) or more of the total combined voting power or value of all
classes of stock of the Corporation or any Corporate Affiliate.

                  B.       EXERCISE OF THE PURCHASE RIGHT. Each purchase
right shall be automatically exercised in installments on each successive
Purchase Date within the offering period, and shares of Common Stock shall
accordingly be purchased on behalf of each Participant on each such Purchase
Date. The purchase shall be effected by applying the Participant's payroll
deductions for the Purchase Period ending on such Purchase Date to the
purchase of whole shares of Common Stock at the purchase price in effect for
the Participant for that Purchase Date.

                  C.       PURCHASE PRICE. The purchase price per share at
which Common Stock will be purchased on the Participant's behalf on each
Purchase Date within the offering period shall be equal to eighty-five
percent (85%) of the LOWER of (i) the Fair Market Value per share of Common
Stock on the Participant's Entry Date into that offering period or (ii) the
Fair Market Value per share of Common Stock on that Purchase Date.

                  D.       NUMBER OF PURCHASABLE SHARES. The number of shares
of Common Stock purchasable by a Participant on each Purchase Date during the
offering period shall be the number of whole shares obtained by dividing the
amount collected from the Participant through payroll deductions during the
Purchase Period ending with that Purchase Date by the purchase price in
effect for the Participant for that Purchase Date. However, the maximum
number of shares of Common Stock purchasable per Participant on any one
Purchase Date shall not exceed 250 shares, subject to periodic adjustments in
the event of certain changes in the Corporation's capitalization. In
addition, the maximum aggregate number of shares of Common Stock purchasable
by all Participants on any one Purchase Date shall not exceed 125,000 shares,
subject to periodic adjustments in the event of certain changes in the
Corporation's capitalization. The Plan Administrator shall have the
discretionary authority, exercisable prior to the start of any offering
period under the Plan, to increase or decrease the limitations to be in
effect for the number of shares purchasable per Participant and in the
aggregate by all Participants on each Purchase Date during that offering
period.


                                       4.

<PAGE>

                  E.       EXCESS PAYROLL DEDUCTIONS. Any payroll deductions
not applied to the purchase of shares of Common Stock on any Purchase Date
because they are not sufficient to purchase a whole share of Common Stock
shall be held for the purchase of Common Stock on the next Purchase Date.
However, any payroll deductions not applied to the purchase of Common Stock
by reason of the limitation on the maximum number of shares purchasable per
Participant or in the aggregate on the Purchase Date shall be promptly
refunded.

                  F.       TERMINATION OF PURCHASE RIGHT. The following
provisions shall govern the termination of outstanding purchase rights:

                                    (i)      A Participant may, at any time
         prior to the next scheduled Purchase Date in the offering period,
         terminate his or her outstanding purchase right by filing the
         appropriate form with the Plan Administrator (or its designate), and
         no further payroll deductions shall be collected from the
         Participant with respect to the terminated purchase right. Any
         payroll deductions collected during the Purchase Period in which
         such termination occurs shall, at the Participant's election, be
         immediately refunded or held for the purchase of shares on the next
         Purchase Date. If no such election is made at the time such purchase
         right is terminated, then the payroll deductions collected with
         respect to the terminated right shall be refunded as soon as
         possible.

                                    (ii)     The termination of such purchase
         right shall be irrevocable, and the Participant may not subsequently
         rejoin the Purchase Period for which the terminated purchase right
         was granted. In order to resume participation in any subsequent
         Purchase Period, such individual must re-enroll in the Plan (by
         making timely filing of the prescribed enrollment forms) on or
         before the start date of the new Purchase Period.

                                    (iii)    Should the Participant cease to
         remain an Eligible Employee for any reason (including death,
         disability or change in status) while his or her purchase right
         remains outstanding, then that purchase right shall immediately
         terminate, and all of the Participant's payroll deductions for the
         Purchase Period in which the purchase right so terminates shall be
         immediately refunded. However, should the Participant cease to
         remain in active service by reason of an approved unpaid leave of
         absence, then the Participant shall have the right, exercisable up
         until the last business day of the Purchase Period in which such
         leave commences, to (a) withdraw all the payroll deductions
         collected to date on his or her behalf for that Purchase Period or
         (b) have such funds held for the purchase of shares on his or her
         behalf on the next scheduled Purchase Date. In no event, however,
         shall any further payroll deductions be collected on the
         Participant's behalf during such leave. Upon the Participant's
         return to active service (x) within ninety (90) days following the
         commencement of such leave or (y) prior to the expiration of any
         longer period for which such Participant's right to reemployment
         with the Corporation is guaranteed by statute or contract, his or
         her payroll deductions under the Plan shall automatically resume at
         the rate in effect at the time the leave began, unless the
         Participant withdraws from the Plan prior to his or her return. An
         individual who returns to active employment


                                       5.

<PAGE>

         following a leave of absence which exceeds in duration the
         applicable (x) or (y) time period shall be treated as a new Employee
         for purposes of subsequent participation in the Plan and must
         accordingly re-enroll in the Plan (by making a timely filing of the
         prescribed enrollment forms) on or before his or her scheduled Entry
         Date into the offering period.

                  G.       CHANGE IN CONTROL. Each outstanding purchase right
shall automatically be exercised, immediately prior to the effective date of
any Change in Control, by applying the payroll deductions of each Participant
for the Purchase Period in which such Change in Control occurs to the
purchase of whole shares of Common Stock at a purchase price per share equal
to eighty-five percent (85%) of the LOWER of (i) the Fair Market Value per
share of Common Stock on the Participant's Entry Date into the offering
period in which such Change in Control occurs or (ii) the Fair Market Value
per share of Common Stock immediately prior to the effective date of such
Change in Control. However, the applicable limitation on the number of shares
of Common Stock purchasable per Participant shall continue to apply to any
such purchase, but not the limitation applicable to the maximum number of
shares of Common Stock purchasable in the aggregate.

                  The Corporation shall use its best efforts to provide at
least ten (10)-days prior written notice of the occurrence of any Change in
Control, and Participants shall, following the receipt of such notice, have
the right to terminate their outstanding purchase rights prior to the
effective date of the Change in Control.

                  H.       PRORATION OF PURCHASE RIGHTS. Should the total
number of shares of Common Stock to be purchased pursuant to outstanding
purchase rights on any particular date exceed the number of shares then
available for issuance under the Plan, the Plan Administrator shall make a
pro-rata allocation of the available shares on a uniform and
nondiscriminatory basis, and the payroll deductions of each Participant, to
the extent in excess of the aggregate purchase price payable for the Common
Stock pro-rated to such individual, shall be refunded.

                  I.       ASSIGNABILITY. The purchase right shall be
exercisable only by the Participant and shall not be assignable or
transferable by the Participant.

                  J.       STOCKHOLDER RIGHTS. A Participant shall have no
stockholder rights with respect to the shares subject to his or her
outstanding purchase right until the shares are purchased on the
Participant's behalf in accordance with the provisions of the Plan and the
Participant has become a holder of record of the purchased shares.

         VIII.    ACCRUAL LIMITATIONS

                  A.       No Participant shall be entitled to accrue rights
to acquire Common Stock pursuant to any purchase right outstanding under this
Plan if and to the extent such accrual, when aggregated with (i) rights to
purchase Common Stock accrued under any other purchase right granted under
this Plan and (ii) similar rights accrued under other employee stock purchase
plans (within the meaning of Code Section 423) of the Corporation or any
Corporate Affiliate, would otherwise permit such Participant to purchase more
than Twenty-Five Thousand Dollars ($25,000.00) worth of stock of the
Corporation or any Corporate Affiliate (determined on the


                                       6.

<PAGE>

basis of the Fair Market Value per share on the date or dates such rights are
granted) for each calendar year such rights are at any time outstanding.

                  B.       For purposes of applying such accrual limitations
to the purchase rights granted under the Plan, the following provisions shall
be in effect:

                                    (i)      The right to acquire Common
         Stock under each outstanding purchase right shall accrue in a series
         of installments on each successive Purchase Date during the offering
         period on which such right remains outstanding.

                                    (ii)     No right to acquire Common Stock
         under any outstanding purchase right shall accrue to the extent the
         Participant has already accrued in the same calendar year the right
         to acquire Common Stock under one or more other purchase rights at a
         rate equal to Twenty-Five Thousand Dollars ($25,000.00) worth of
         Common Stock (determined on the basis of the Fair Market Value per
         share on the date or dates of grant) for each calendar year such
         rights were at any time outstanding.

                  C.       If by reason of such accrual limitations, any
purchase right of a Participant does not accrue for a particular Purchase
Period, then the payroll deductions which the Participant made during that
Purchase Period with respect to such purchase right shall be promptly
refunded.

                  D.       In the event there is any conflict between the
provisions of this Article and one or more provisions of the Plan or any
instrument issued thereunder, the provisions of this Article shall be
controlling.

         IX.      EFFECTIVE DATE AND TERM OF THE PLAN

                  A.       The Plan was adopted by the Board on ____________,
1999 and shall become effective at the Effective Time, PROVIDED no purchase
rights granted under the Plan shall be exercised, and no shares of Common
Stock shall be issued hereunder, until (i) the Plan shall have been approved
by the stockholders of the Corporation and (ii) the Corporation shall have
complied with all applicable requirements of the 1933 Act (including the
registration of the shares of Common Stock issuable under the Plan on a Form
S-8 registration statement filed with the Securities and Exchange
Commission), all applicable listing requirements of any stock exchange (or
the Nasdaq National Market, if applicable) on which the Common Stock is
listed for trading and all other applicable requirements established by law
or regulation. In the event such stockholder approval is not obtained, or
such compliance is not effected, within twelve (12) months after the date on
which the Plan is adopted by the Board, the Plan shall terminate and have no
further force or effect.

                  B.       Unless sooner terminated by the Board, the Plan
shall terminate upon the EARLIEST of (i) the last business day in January
2010, (ii) the date on which all shares available for issuance under the Plan
shall have been sold pursuant to purchase rights exercised under the Plan or
(iii) the date on which all purchase rights are exercised in connection with
a Corporate


                                       7.

<PAGE>

Transaction. No further purchase rights shall be granted or exercised, and no
further payroll deductions shall be collected, under the Plan following such
termination.

         X.       AMENDMENT OF THE PLAN

                  A.       The Board may alter, amend, suspend or terminate
the Plan at any time to become effective immediately following the close of
any Purchase Period. However, the Plan may be amended or terminated
immediately upon Board action, if and to the extent necessary to assure that
the Corporation will not recognize, for financial reporting purposes, any
compensation expense in connection with the shares of Common Stock offered
for purchase under the Plan, should the financial accounting rules applicable
to the Plan at the Effective Time be subsequently revised so as to require
the recognition of compensation expense in the absence of such amendment or
termination.

                  B.       In no event may the Board effect any of the
following amendments or revisions to the Plan without the approval of the
Corporation's stockholders: (i) increase the number of shares of Common Stock
issuable under the Plan, except for permissible adjustments in the event of
certain changes in the Corporation's capitalization, (ii) alter the purchase
price formula so as to reduce the purchase price payable for the shares of
Common Stock purchasable under the Plan or (iii) modify the eligibility
requirements for participation in the Plan.

         XI.      GENERAL PROVISIONS

                  A.       All costs and expenses incurred in the
administration of the Plan shall be paid by the Corporation; however, each
Plan Participant shall bear all costs and expenses incurred by such
individual in the sale or other disposition of any shares purchased under the
Plan.

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

                  C.       The provisions of the Plan shall be governed by
the laws of the State of New York without resort to that State's
conflict-of-laws rules.


                                       8.

<PAGE>

                                   SCHEDULE A

                          CORPORATIONS PARTICIPATING IN
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            AS OF THE EFFECTIVE DATE

                                DoubleClick Inc.


<PAGE>

                                    APPENDIX


                  The following definitions shall be in effect under the Plan:

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

                  B.       BASE SALARY shall mean the regular base salary
paid to a Participant by one or more Participating Companies during such
individual's period of participating in the Plan, plus any pre-tax
contributions made by the Participant to any Code Section 401(k) salary
deferral plan or any Code Section 125 cafeteria benefit program now or
hereafter established by the Corporation or any Corporate Affiliate.

                  C.       CASH EARNINGS shall mean the (i) regular base
salary paid to a Participant by one or more Participating Companies during
such individual's period of participation in one or more offering periods
under the Plan plus (ii) all overtime payments, bonuses, commissions,
profit-sharing distributions and other incentive-type payments received
during such period. Such Cash Earnings shall be calculated before deduction
of (A) any income or employment tax withholdings or (B) any and all
contributions made by the Participant to any Code Section 401(k) salary
deferral plan or Code Section 125 cafeteria benefit program now or hereafter
established by the Corporation or any Corporate Affiliate. However, Cash
Earnings shall NOT include any contributions made on the Participant's behalf
by the Corporation or any Corporate Affiliate to any employee benefit or
welfare plan now or hereafter established (other than Code Section 401(k) or
Code Section 125 contributions deducted from such Cash Earnings).

                  D.       CHANGE IN CONTROL shall mean a change in ownership
of the Corporation pursuant to any of the following 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 assets of the Corporation in
         complete liquidation or dissolution of the Corporation, or

                           (iii)    the acquisition, directly or indirectly
         by an person or related group of persons (other than the Corporation
         or a person that directly or indirectly controls, is controlled by
         or is under common control with the Corporation) of beneficial
         ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
         securities possessing more than fifty percent (50%) of the total
         combined voting power of the Corporation's outstanding securities
         pursuant to a tender or exchange offer made directly to the
         Corporation's stockholders.

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


                                       A-1.

<PAGE>

                  F.       COMMON STOCK shall mean the Corporation's common
stock.

                  G.       CORPORATE AFFILIATE shall mean any parent or
subsidiary corporation of the Corporation (as determined in accordance with
Code Section 424), whether now existing or subsequently established.

                  H.       CORPORATION shall mean DoubleClick Inc., a
Delaware corporation, and any corporate successor to all or substantially all
of the assets or voting stock of DoubleClick Inc., which shall by appropriate
action adopt the Plan.

                  I.       EFFECTIVE DATE shall mean February 1, 2000. Any
Corporate Affiliate which becomes a Participating Corporation after such
Effective Date shall designate a subsequent Effective Date with respect to
its employee-Participants.

                  J.       ELIGIBLE EMPLOYEE shall mean any person who is
employed by a Participating Corporation on a basis under which he or she is
regularly expected to render more than twenty (20) hours of service per week
for more than five (5) months per calendar year for earnings considered wages
under Code Section 3401(a).

                  K.       ENTRY DATE shall mean the date an Eligible
Employee first commences participation in the offering period in effect under
the Plan. The earliest Entry Date under the Plan shall be the Effective Date.

                  L.       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.

                  M.       1933 ACT shall mean the Securities Act of 1933, as
amended.

                  N.       PARTICIPANT shall mean any Eligible Employee of a
Participating Corporation who is actively participating in the Plan.


                                       A-2.

<PAGE>

                  O.       PARTICIPATING CORPORATION shall mean the
Corporation and such Corporate Affiliate or Affiliates as may be authorized
from time to time by the Board to extend the benefits of the Plan to their
Eligible Employees. The Participating Corporations in the Plan are listed in
attached Schedule A.

                  P.       PLAN shall mean the Corporation's 1999 Employee
Stock Purchase Plan, as set forth in this document.

                  Q.       PLAN ADMINISTRATOR shall mean the committee of two
(2) or more Board members appointed by the Board to administer the Plan.

                  R.       PURCHASE DATE shall mean the last business day of
each Purchase Period.

                  S.       PURCHASE PERIOD shall mean each successive period
within the offering period at the end of which there shall be purchased
shares of Common Stock on behalf of each Participant.

                  T.       STOCK EXCHANGE shall mean either the American
Stock Exchange or the New York Stock Exchange.


                                       A-3.

<PAGE>

                                  EXHIBIT 99.14

                                NETGRAVITY, INC.
                        1998 EMPLOYEE STOCK PURCHASE PLAN




<PAGE>

                                NETGRAVITY, INC.

                        1998 EMPLOYEE STOCK PURCHASE PLAN

         The following constitute the provisions of the 1998 Employee Stock
Purchase Plan of NetGravity, Inc.

         1.       PURPOSE. The purpose of the Plan is to provide employees of
the Company and its Designated Subsidiaries with an opportunity to purchase
Common Stock of the Company through accumulated payroll deductions. It is the
intention of the Company to have the Plan qualify as an "Employee Stock Purchase
Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The
provisions of the Plan, accordingly, shall be construed so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

         2.       DEFINITIONS.

                  (a)      "BOARD" shall mean the Board of Directors of the
Company.

                  (b)      "CODE" shall mean the Internal Revenue Code of 1986,
as amended.

                  (c)      "COMMON STOCK" shall mean the Common Stock of the
Company.

                  (d)      "COMPANY" shall mean NetGravity, Inc. and any
Designated Subsidiary of the Company.

                  (e)      "COMPENSATION" shall mean all base straight time
gross earnings and commissions, but exclusive of payments for overtime, shift
premium, incentive compensation, incentive payments, bonuses and other
compensation.

                  (f)      "DESIGNATED SUBSIDIARY" shall mean any Subsidiary
which has been designated by the Board from time to time in its sole discretion
as eligible to participate in the Plan.

                  (g)      "EMPLOYEE" shall mean any individual who is an
Employee of the Company for tax purposes whose customary employment with the
Company is at least twenty (20) hours per week and more than five (5) months in
any calendar year. For purposes of the Plan, the employment relationship shall
be treated as continuing intact while the individual is on sick leave or other
leave of absence approved by the Company. Where the period of leave exceeds 90
days and the individual's right to reemployment is not guaranteed either by
statute or by contract, the employment relationship shall be deemed to have
terminated on the 91st day of such leave.

                  (h)      "ENROLLMENT DATE" shall mean the first day of each
Offering Period.


<PAGE>

                  (i)      "EXERCISE DATE" shall mean the last Trading Day of
each Purchase Period.

                  (j)      "FAIR MARKET VALUE" shall mean, as of any date, the
value of Common Stock determined as follows:

                           (1)      If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system for the last market trading day on the date of such
determination, as reported in THE WALL STREET JOURNAL or such other source as
the Board deems reliable, or;

                           (2)      If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean of the closing bid and asked prices for the
Common Stock on the date of such determination, as reported in THE WALL STREET
JOURNAL or such other source as the Board deems reliable, or;

                           (3)      In the absence of an established market for
the Common Stock, the Fair Market Value thereof shall be determined in good
faith by the Board, or;

                           (4)      For purposes of the Enrollment Date of the
first Offering Period under the Plan, the Fair Market Value shall be the initial
price to the public as set forth in the final prospectus included within the
registration statement in Form S-1 filed with the Securities and Exchange
Commission for the initial public offering of the Company's Common Stock (the
"REGISTRATION STATEMENT").

                  (k)      "OFFERING PERIODS" shall mean the periods of
approximately twenty-four (24) months during which an option granted pursuant to
the Plan may be exercised, commencing on the first Trading Day on or after
February 1 and August 1 of each year and terminating on the last Trading Day in
the periods ending twenty-four months later; provided, however, that the first
Offering Period under the Plan shall commence with the first Trading Day on or
after the date on which the Securities and Exchange Commission declares the
Company's Registration Statement effective and ending on the last Trading Day on
or before July 31, 2000. The duration and timing of Offering Periods may be
changed pursuant to Section 4 of this Plan.

                  (l)      "PLAN" shall mean this Employee Stock Purchase Plan.

                  (m)      "PURCHASE PRICE" shall mean 85% of the Fair Market
Value of a share of Common Stock on the Enrollment Date or on the Exercise Date,
whichever is lower; provided however, that, in the event (i) the Company's
stockholders approve an increase in the

                                      -2-

<PAGE>




number of shares available for issuance under the Plan, (ii) all or a portion
of such additional shares are to be issued with respect to one or more
Offering Periods that are underway at the time of such stockholder approval
("NEW SHARES"), and (iii) the Fair Market Value of a share of Common Stock on
the date of such approval (the "AUTHORIZATION DATE FMV") is higher than the
Fair Market Value on the Enrollment Date for any such Offering Period, the
Purchase Price with respect to New Shares shall be 85% of the Authorization
Date FMV or the Fair Market Value of a share of Common Stock on the Exercise
Date, whichever is lower.

                  (n)      "PURCHASE PERIOD" shall mean the approximately six
month period commencing after one Exercise Date and ending with the next
Exercise Date, except that the first Purchase Period any Offering Period shall
commence on the Enrollment Date and end with the next Exercise Date; provided,
however, that the first Purchase Period under the Plan shall commence with the
first Trading Day on or after the date on which the Securities and Exchange
Commission declares the Company's Registration Statement effective and shall end
on the last Trading Day on or before January 31, 1999.

                  (o)      "RESERVES" shall mean the number of shares of Common
Stock covered by each option under the Plan which have not yet been exercised
and the number of shares of Common Stock which have been authorized for issuance
under the Plan but not yet placed under option.

                  (p)      "SUBSIDIARY" shall mean a corporation, domestic or
foreign, of which not less than 50% of the voting shares are held by the Company
or a Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.

                  (q)      "TRADING DAY" shall mean a day on which national
stock exchanges and the Nasdaq System are open for trading.

         3.       ELIGIBILITY.

                  (a)      Any Employee who shall be employed by the Company on
a given Enrollment Date shall be eligible to participate in the Plan.

                  (b)      Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the Plan (i) to
the extent that, immediately after the grant, such Employee (or any other person
whose stock would be attributed to such Employee pursuant to Section 424(d) of
the Code) would own capital stock of the Company and/or hold outstanding options
to purchase such stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of the capital stock of the
Company or of any Subsidiary, or (ii) to the extent that his or her rights to
purchase stock under all employee stock purchase plans of the Company and its
subsidiaries accrues at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) worth of stock (determined at the fair


                                      -3-

<PAGE>

market value of the shares at the time such option is granted) for each
calendar year in which such option is outstanding at any time.

         4.       OFFERING PERIODS. The Plan shall be implemented by
consecutive, overlapping Offering Periods with a new Offering Period commencing
on the first Trading Day on or after February 1 and August 1 of each year, or on
such other date as the Board shall determine, and continuing thereafter until
terminated in accordance with Section 20 hereof; provided, however, that the
first Offering Period under the Plan shall commence with the first Trading Day
on or after the date on which the Securities and Exchange Commission declares
the Company's Registration Statement effective and ending on the last Trading
Day on or before July 31, 2000. The Board shall have the power to change the
duration of Offering Periods (including the commencement dates thereof) with
respect to future offerings without stockholder approval if such change is
announced at least five (5) days prior to the scheduled beginning of the first
Offering Period to be affected thereafter.

         5.       PARTICIPATION.

                  (a)      An eligible Employee may become a participant in the
Plan by completing a subscription agreement authorizing payroll deductions in
the form of Exhibit A to this Plan and filing it with the Company's payroll
office prior to the applicable Enrollment Date.

                  (b)      Payroll deductions for a participant shall commence
on the first payroll following the Enrollment Date and shall end on the last
payroll in the Offering Period to which such authorization is applicable, unless
sooner terminated by the participant as provided in Section 10 hereof.

         6.       PAYROLL DEDUCTIONS.

                  (a)      At the time a participant files his or her
subscription agreement, he or she shall elect to have payroll deductions made on
each pay day during the Offering Period in an amount not exceeding ten percent
(10%) of the Compensation which he or she receives on each pay day during the
Offering Period.

                  (b)      All payroll deductions made for a participant shall
be credited to his or her account under the Plan and shall be withheld in whole
percentages only. A participant may not make any additional payments into such
account.

                  (c)      A participant may discontinue his or her
participation in the Plan as provided in Section 10 hereof, or may decrease the
rate of his or her payroll deductions to 0% once during each Offering Period by
completing or filing with the Company a new subscription agreement authorizing
such change in payroll deduction rate. The Board may, in its discretion,
increase or decrease the number of participation rate changes during any


                                      -4-

<PAGE>

Offering Period. The change in rate shall be effective with the first full
payroll period following five (5) business days after the Company's receipt
of the new subscription agreement unless the Company elects to process a
given change in participation more quickly. A participant's subscription
agreement shall remain in effect for successive Offering Periods unless
terminated as provided in Section 10 hereof.

                  (d)      Notwithstanding the foregoing, to the extent
necessary to comply with Section 423(b)(8) of the Code and Section 3(b)
hereof, a participant's payroll deductions may be decreased to zero percent
(0%) at any time during a Purchase Period. Payroll deductions shall
recommence at the rate provided in such participant's subscription agreement
at the beginning of the first Purchase Period which is scheduled to end in
the following calendar year, unless terminated by the participant as provided
in Section 10 hereof.

                  (e)      At the time the option is exercised, in whole or
in part, or at the time some or all of the Company's Common Stock issued
under the Plan is disposed of, the participant must make adequate provision
for the Company's federal, state, or other tax withholding obligations, if
any, which arise upon the exercise of the option or the disposition of the
Common Stock. At any time, the Company may, but shall not be obligated to,
withhold from the participant's compensation the amount necessary for the
Company to meet applicable withholding obligations, including any withholding
required to make available to the Company any tax deductions or benefits
attributable to sale or early disposition of Common Stock by the Employee.

         7.       GRANT OF OPTION. On the Enrollment Date of each Offering
Period, each eligible Employee participating in such Offering Period shall be
granted an option to purchase on each Exercise Date during such Offering
Period (at the applicable Purchase Price) up to a number of shares of the
Company's Common Stock determined by dividing such Employee's payroll
deductions accumulated prior to such Exercise Date and retained in the
Participant's account as of the Exercise Date by the applicable Purchase
Price; provided that in no event shall an Employee be permitted to purchase
during each Purchase Period more than 5,000 shares of the Company's Common
Stock (subject to any adjustment pursuant to Section 19), and provided
further that such purchase shall be subject to the limitations set forth in
Sections 3(b) and 12 hereof. Exercise of the option shall occur as provided
in Section 8 hereof, unless the participant has withdrawn pursuant to Section
10 hereof. The option shall expire on the last day of the Offering Period.

         8.       EXERCISE OF OPTION. Unless a participant withdraws from the
Plan as provided in Section 10 hereof, his or her option for the purchase of
shares shall be exercised automatically on the Exercise Date, and the maximum
number of full shares subject to option shall be purchased for such participant
at the applicable Purchase Price with the accumulated payroll deductions in his
or her account. No fractional shares shall be purchased; any payroll deductions
accumulated in a participant's account which are not sufficient to purchase a
full share shall be retained in the participant's account for the subsequent
Purchase Period


                                      -5-

<PAGE>

or Offering Period, subject to earlier withdrawal by the participant as
provided in Section 10 hereof. Any other monies left over in a participant's
account after the Exercise Date shall be returned to the participant. During
a participant's lifetime, a participant's option to purchase shares hereunder
is exercisable only by him or her.

         9.       DELIVERY. As promptly as practicable after each Exercise
Date on which a purchase of shares occurs, the Company shall arrange the
delivery to each participant, as appropriate, of a certificate representing
the shares purchased upon exercise of his or her option.

         10.      WITHDRAWAL.

                  (a)      A participant may withdraw all but not less than
all the payroll deductions credited to his or her account and not yet used to
exercise his or her option under the Plan at any time by giving written
notice to the Company in the form of Exhibit B to this Plan. All of the
participant's payroll deductions credited to his or her account shall be paid
to such participant promptly after receipt of notice of withdrawal and such
participant's option for the Offering Period shall be automatically
terminated, and no further payroll deductions for the purchase of shares
shall be made for such Offering Period. If a participant withdraws from an
Offering Period, payroll deductions shall not resume at the beginning of the
succeeding Offering Period unless the participant delivers to the Company a
new subscription agreement.

                  (b)      A participant's withdrawal from an Offering Period
shall not have any effect upon his or her eligibility to participate in any
similar plan which may hereafter be adopted by the Company or in succeeding
Offering Periods which commence after the termination of the Offering Period
from which the participant withdraws.

         11.      TERMINATION OF EMPLOYMENT.

                  Upon a participant's ceasing to be an Employee, for any
reason, he or she shall be deemed to have elected to withdraw from the Plan
and the payroll deductions credited to such participant's account during the
Offering Period but not yet used to exercise the option shall be returned to
such participant or, in the case of his or her death, to the person or
persons entitled thereto under Section 15 hereof, and such participant's
option shall be automatically terminated. The preceding sentence
notwithstanding, a participant who receives payment in lieu of notice of
termination of employment shall be treated as continuing to be an Employee
for the participant's customary number of hours per week of employment during
the period in which the participant is subject to such payment in lieu of
notice.

         12.      INTEREST. No interest shall accrue on the payroll deductions
of a participant in the Plan.



                                      -6-

<PAGE>

         13.      STOCK.

                  (a)      Subject to adjustment upon changes in
capitalization of the Company as provided in Section 19 hereof, the maximum
number of shares of the Company's Common Stock which shall be made available
for sale under the Plan shall be 200,000 shares, plus an annual increase to
be added on the first day of the Company's fiscal year beginning in 1999
equal to the lesser of (i) 750,000 shares, (ii) 4% of the outstanding shares
on such date or (iii) a lesser amount determined by the Board. If, on a given
Exercise Date, the number of shares with respect to which options are to be
exercised exceeds the number of shares then available under the Plan, the
Company shall make a pro rata allocation of the shares remaining available
for purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable.

                  (b)      The participant shall have no interest or voting
right in shares covered by his option until such option has been exercised.

                  (c)      Shares to be delivered to a participant under the
Plan shall be registered in the name of the participant or in the name of the
participant and his or her spouse.

         14.      ADMINISTRATION. The Plan shall be administered by the Board
or a committee of members of the Board appointed by the Board. The Board or
its committee shall have full and exclusive discretionary authority to
construe, interpret and apply the terms of the Plan, to determine eligibility
and to adjudicate all disputed claims filed under the Plan. Every finding,
decision and determination made by the Board or its committee shall, to the
full extent permitted by law, be final and binding upon all parties.

         15.      DESIGNATION OF BENEFICIARY.

                  (a)      A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
participant's account under the Plan in the event of such participant's death
subsequent to an Exercise Date on which the option is exercised but prior to
delivery to such participant of such shares and cash. In addition, a
participant may file a written designation of a beneficiary who is to receive
any cash from the participant's account under the Plan in the event of such
participant's death prior to exercise of the option. If a participant is
married and the designated beneficiary is not the spouse, spousal consent
shall be required for such designation to be effective.

                  (b)      Such designation of beneficiary 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 beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or


                                      -7-

<PAGE>

cash to the spouse or to any one or more dependents or relatives of the
participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.

         16.      TRANSFERABILITY. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option
or to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 hereof) by the participant. Any
such attempt at assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw funds from an Offering Period in accordance with Section 10 hereof.

         17.      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.

         18.      REPORTS. Individual accounts shall be maintained for each
participant in the Plan. Statements of account shall be given to
participating Employees at least annually, which statements shall set forth
the amounts of payroll deductions, the Purchase Price, the number of shares
purchased and the remaining cash balance, if any.

         19.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
                  LIQUIDATION, MERGER OR ASSET SALE.

                  (a)      CHANGES IN CAPITALIZATION. Subject to any required
action by the stockholders of the Company, the Reserves, the maximum number
of shares each participant may purchase each Purchase Period (pursuant to
Section 7), as well as the price per share and the number of shares of Common
Stock covered by each option under the Plan which has not yet been exercised
shall be proportionately adjusted for any increase or decrease in the number
of issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock,
or any other increase or decrease in the number of shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be
deemed to have been "effected without receipt of consideration". Such
adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein,
no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or
price of shares of Common Stock subject to an option.

                  (b)      DISSOLUTION OR LIQUIDATION. In the event of the
proposed dissolution or liquidation of the Company, the Offering Period then in
progress shall be shortened by setting a new Exercise Date (the "NEW EXERCISE
DATE"), and shall terminate immediately prior to the


                                      -8-

<PAGE>

consummation of such proposed dissolution or liquidation, unless provided
otherwise by the Board. The New Exercise Date shall be before the date of the
Company's proposed dissolution or liquidation. The Board shall notify each
participant in writing, at least ten (10) business days prior to the New
Exercise Date, that the Exercise Date for the participant's option has been
changed to the New Exercise Date and that the participant's option shall be
exercised automatically on the New Exercise Date, unless prior to such date
the participant has withdrawn from the Offering Period as provided in Section
10 hereof.

                  (c)      MERGER OR ASSET SALE. In the event of a proposed
sale of all or substantially all of the assets of the Company, or the merger
of the Company with or into another corporation, each outstanding option
shall be assumed or an equivalent option substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the
event that the successor corporation refuses to assume or substitute for the
option, any Purchase Periods then in progress shall be shortened by setting a
new Exercise Date (the "NEW EXERCISE DATE") and any Offering Periods then in
progress shall end on the New Exercise Date. The New Exercise Date shall be
before the date of the Company's proposed sale or merger. The Board shall
notify each participant in writing, at least ten (10) business days prior to
the New Exercise Date, that the Exercise Date for the participant's option
has been changed to the New Exercise Date and that the participant's option
shall be exercised automatically on the New Exercise Date, unless prior to
such date the participant has withdrawn from the Offering Period as provided
in Section 10 hereof.

         20.      AMENDMENT OR TERMINATION.

                  (a)      The Board of Directors of the Company may at any
time and for any reason terminate or amend the Plan. Except as provided in
Section 19 hereof, no such termination can affect options previously granted,
provided that an Offering Period may be terminated by the Board of Directors
on any Exercise Date if the Board determines that the termination of the Plan
is in the best interests of the Company and its stockholders. Except as
provided in Section 19 hereof, no amendment may make any change in any option
theretofore granted which adversely affects the rights of any participant. To
the extent necessary to comply with Section 423 of the Code (or any successor
rule or provision or any other applicable law, regulation or stock exchange
rule), the Company shall obtain stockholder approval in such a manner and to
such a degree as required.

                  (b)      Without stockholder consent and without regard to
whether any participant rights may be considered to have been "adversely
affected," the Board (or its committee) shall be entitled to change the
Offering Periods, limit the frequency and/or number of changes in the amount
withheld during an Offering Period, establish the exchange ratio applicable
to amounts withheld in a currency other than U.S. dollars, permit payroll
withholding in excess of the amount designated by a participant in order to
adjust for delays or mistakes in the Company's processing of properly
completed withholding elections, establish reasonable waiting and adjustment
periods and/or accounting and crediting


                                      -9-

<PAGE>

procedures to ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or
procedures as the Board (or its committee) determines in its sole discretion
advisable which are consistent with the Plan.

         21.      NOTICES. All notices or other communications by a
participant to the Company under or in connection with the Plan shall be
deemed to have been duly given when received in the form specified by the
Company at the location, or by the person, designated by the Company for the
receipt thereof.

         22.      CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be
issued with respect to an option unless the exercise of such option and the
issuance and delivery of such shares pursuant thereto shall comply with all
applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, the rules and regulations promulgated thereunder,
and the requirements of any stock exchange upon which the shares may then be
listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

                  As a condition to the exercise of an option, the Company
may require the person exercising such option to represent and warrant at the
time of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such
shares if, in the opinion of counsel for the Company, such a representation
is required by any of the aforementioned applicable provisions of law.

         23.      TERM OF PLAN. The Plan shall become effective upon the date
of the Company's initial public offering of its equity securities registered
on Form S-1 with the Securities and Exchange Commission. It shall continue in
effect for a term of ten (10) years unless sooner terminated under Section 20
hereof.

         24.      AUTOMATIC TRANSFER TO LOW PRICE OFFERING PERIOD. To the extent
permitted by any applicable laws, regulations, or stock exchange rules if the
Fair Market Value of the Common Stock on any Exercise Date in an Offering Period
is lower than the Fair Market Value of the Common Stock on the Enrollment Date
of such Offering Period, then all participants in such Offering Period shall be
automatically withdrawn from such Offering Period immediately after the exercise
of their option on such Exercise Date and automatically re-enrolled in the
immediately following Offering Period as of the first day thereof.


                                      -10-

<PAGE>

                                    EXHIBIT A
                                    ---------

                                 NETGRAVITY, INC.

                        1998 EMPLOYEE STOCK PURCHASE PLAN

                             SUBSCRIPTION AGREEMENT



_____ Original Application                         Enrollment Date: ___________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)


1.       _____________hereby elects to participate in the NetGravity, Inc.
         1998 Employee Stock Purchase Plan (the "EMPLOYEE STOCK PURCHASE
         PLAN") and subscribes to purchase shares of the Company's Common
         Stock in accordance with this Subscription Agreement and the
         Employee Stock Purchase Plan.

2.       I hereby authorize payroll deductions from each paycheck in the amount
         of ____% of my Compensation on each payday (not to exceed 10%) during
         the Offering Period in accordance with the Employee Stock Purchase
         Plan. (Please note that no fractional percentages are permitted.)

3.       I understand that said payroll deductions shall be accumulated for the
         purchase of shares of Common Stock at the applicable Purchase Price
         determined in accordance with the Employee Stock Purchase Plan. I
         understand that if I do not withdraw from an Offering Period, any
         accumulated payroll deductions will be used to automatically exercise
         my option.

4.       I have received a copy of the complete Employee Stock Purchase Plan. I
         understand that my participation in the Employee Stock Purchase Plan is
         in all respects subject to the terms of the Plan. I understand that my
         ability to exercise the option under this Subscription Agreement is
         subject to stockholder approval of the Employee Stock Purchase Plan.

5.       Shares purchased for me under the Employee Stock Purchase Plan should
         be issued in the name(s) of (Employee or Employee and Spouse
         only):____________________

6.       I understand that if I dispose of any shares received by me pursuant to
         the Plan within 2 years after the Enrollment Date (the first day of the
         Offering Period during which I


<PAGE>

         purchased such shares) or one year after the Exercise Date, I will
         be treated for federal income tax purposes as having received
         ordinary income at the time of such disposition in an amount equal
         to the excess of the fair market value of the shares at the time
         such shares were purchased by me over the price which I paid for the
         shares. I HEREBY AGREE TO NOTIFY THE COMPANY IN WRITING WITHIN 30
         DAYS AFTER THE DATE OF ANY DISPOSITION OF MY SHARES AND I WILL MAKE
         ADEQUATE PROVISION FOR FEDERAL, STATE OR OTHER TAX WITHHOLDING
         OBLIGATIONS, IF ANY, WHICH ARISE UPON THE DISPOSITION OF THE COMMON
         STOCK. The Company may, but will not be obligated to, withhold from
         my compensation the amount necessary to meet any applicable
         withholding obligation including any withholding necessary to make
         available to the Company any tax deductions or benefits attributable
         to sale or early disposition of Common Stock by me. If I dispose of
         such shares at any time after the expiration of the 2-year and
         1-year holding periods, I understand that I will be treated for
         federal income tax purposes as having received income only at the
         time of such disposition, and that such income will be taxed as
         ordinary income only to the extent of an amount equal to the lesser
         of (1) the excess of the fair market value of the shares at the time
         of such disposition over the purchase price which I paid for the
         shares, or (2) 15% of the fair market value of the shares on the
         first day of the Offering Period. The remainder of the gain, if any,
         recognized on such disposition will be taxed as capital gain.

7.       I hereby agree to be bound by the terms of the Employee Stock Purchase
         Plan. The effectiveness of this Subscription Agreement is dependent
         upon my eligibility to participate in the Employee Stock Purchase Plan.

8.       In the event of my death, I hereby designate the following as my
         beneficiary(ies) to receive all payments and shares due me under the
         Employee Stock Purchase Plan:


NAME:  (Please print)__________________________________________________________
                          (First)         (Middle)               (Last)


__________________________________
Relationship

__________________________________
(Address)

__________________________________


                                      -2-

<PAGE>

Employee's Social
Security Number:                             ___________________________________


Employee's Address:
                                             ___________________________________

                                             ___________________________________

                                             ___________________________________


I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT
THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

Dated:   ________________________________

         ________________________________________
         Signature of Employee

         _________________________________________
         Spouse's Signature (If beneficiary other than spouse)


                                      -3-

<PAGE>

                                   EXHIBIT B
                                   ---------

                                NETGRAVITY, INC.

                        1998 EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL



         The undersigned participant in the Offering Period of the
NetGravity, Inc. 1998 Employee Stock Purchase Plan which began on
____________, 19____ (the "ENROLLMENT DATE") hereby notifies the Company that
he or she hereby withdraws from the Offering Period. He or she hereby directs
the Company to pay to the undersigned as promptly as practicable all the
payroll deductions credited to his or her account with respect to such
Offering Period. The undersigned understands and agrees that his or her
option for such Offering Period will be automatically terminated. The
undersigned understands further that no further payroll deductions will be
made for the purchase of shares in the current Offering Period and the
undersigned shall be eligible to participate in succeeding Offering Periods
only by delivering to the Company a new Subscription Agreement.

                                              Name and Address of Participant:

                                              ________________________________

                                              ________________________________

                                              ________________________________


                                              Signature:


                                              ________________________________


                                              Date: __________________________



<PAGE>


                                  EXHIBIT 99.15

                                NETGRAVITY, INC.
                            1998 DIRECTOR OPTION PLAN

<PAGE>

                                NETGRAVITY, INC.

                            1998 DIRECTOR OPTION PLAN


         1.       PURPOSES OF THE PLAN. The purposes of this 1998 Director
Option Plan are to attract and retain the best available personnel for service
as Outside Directors (as defined herein) of the Company, to provide additional
incentive to the Outside Directors of the Company to serve as Directors, and to
encourage their continued service on the Board.

                  All options granted hereunder shall be nonstatutory stock
options.

         2.       DEFINITIONS. As used herein, the following definitions shall
apply:

                  (a)      "BOARD" means the Board of Directors of the Company.

                  (b)      "CODE" means the Internal Revenue Code of 1986, as
amended.

                  (c)      "COMMON STOCK" means the common stock of the Company.

                  (d)      "COMPANY" means NetGravity, Inc., a Delaware
corporation.

                  (e)      "DIRECTOR" means a member of the Board.

                  (f)      "DISABILITY" means total and permanent disability as
defined in Section 22(e)(3) of the Code.

                  (g)      "EMPLOYEE" means any person, including officers and
Directors, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a Director's fee by the Company shall not be sufficient in and of
itself to constitute "employment" by the Company.

                  (h)      "EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended.

                  (i)      "FAIR MARKET VALUE" means, as of any date, the value
of Common Stock determined as follows:

                           (i)      If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system for the last market trading day prior to the time of
determination as reported in THE WALL STREET JOURNAL or such other source as the
Administrator deems reliable;


<PAGE>

                           (ii)     If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between the high bid
and low asked prices for the Common Stock for the last market trading day prior
to the time of determination, as reported in THE WALL STREET JOURNAL or such
other source as the Board deems reliable; or

                           (iii)    In the absence of an established market for
the Common Stock, the Fair Market Value thereof shall be determined in good
faith by the Board; or

                           (iv)     For purposes of Options granted pursuant to
Section 4(b)(i) only, the Fair Market Value shall be the initial price to the
public as set forth in the final prospectus included within the registration
statement in Form S-1 filed with the Securities and Exchange Commission for the
initial public offering of the Company's Common Stock (the "REGISTRATION
STATEMENT").

                  (j)      "INSIDE DIRECTOR" means a Director who is an
Employee.

                  (k)      "OPTION" means a stock option granted pursuant to the
Plan.

                  (l)      "OPTIONED STOCK" means the Common Stock subject to an
Option.

                  (m)      "OPTIONEE" means a Director who holds an Option.

                  (n)      "OUTSIDE DIRECTOR" means a Director who is not an
Employee.

                  (o)      "PARENT" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

                  (p)      "PLAN" means this 1998 Director Option Plan.

                  (q)      "SHARE" means a share of the Common Stock, as
adjusted in accordance with Section 10 of the Plan.

                  (r)      "SUBSIDIARY" means a "subsidiary corporation,"
whether now or hereafter existing, as defined in Section 424(f) of the Internal
Revenue Code of 1986.

         3.       STOCK SUBJECT TO THE PLAN. Subject to the provisions of
Section 10 of the Plan, the maximum aggregate number of Shares which may be
optioned and sold under the Plan is 200,000 Shares, plus an annual increase to
be added on the first day of the Company's fiscal year (beginning in 1999) equal
to the lesser of (i) the number of Shares needed to restore the maximum
aggregate number of Shares available for sale under the Plan to 200,000 Shares,
or (ii) a lesser amount determined by the Board (the "Pool"). The Shares may be
authorized, but unissued, or reacquired Common Stock.


                                      2
<PAGE>

                  If an Option expires or becomes unexercisable without having
been exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated). Shares that have actually been issued under the Plan shall not be
returned to the Plan and shall not become available for future distribution
under the Plan.

         4.       ADMINISTRATION AND GRANTS OF OPTIONS UNDER THE PLAN. All
grants of Options to Outside Directors under this Plan shall be automatic and
nondiscretionary and shall be made strictly in accordance with the following
provisions:

                  (a)      No person shall have any discretion to select which
Outside Directors shall be granted Options or to determine the number of Shares
to be covered by Options granted to Outside Directors.

                  (b)      Each Outside Director shall be automatically granted
an Option to purchase 25,000 Shares (the "FIRST OPTION") on the date on which
the later of the following events occurs: (i) the effective date of this Plan,
as determined in accordance with Section 6 hereof, or (ii) the date on which
such person first becomes an Outside Director, whether through election by the
stockholders of the Company or appointment by the Board to fill a vacancy;
provided, however, that an Inside Director who ceases to be an Inside Director
but who remains a Director shall not receive a First Option.

                  (c)      Each Outside Director shall be automatically granted
an Option to purchase 5,000 Shares (a "SUBSEQUENT OPTION") on the date of the
annual meeting of the stockholders of each year provided he or she is then an
Outside Director and if as of such date, he or she shall have served on the
Board for at least the preceding six (6) months.

                  (d)      Notwithstanding the provisions of subsections (b) and
(c) hereof, any exercise of an Option granted before the Company has obtained
stockholder approval of the Plan in accordance with Section 16 hereof shall be
conditioned upon obtaining such stockholder approval of the Plan in accordance
with Section 16 hereof.

                  (e)      The terms of a First Option granted hereunder shall
be as follows:

                           (i)      the term of the First Option shall be ten
(10) years.

                           (ii)     the First Option shall be exercisable only
while the Outside Director remains a Director of the Company, except as set
forth in Sections 8 and 10 hereof.

                           (iii)    the exercise price per Share shall be 100%
of the Fair Market Value per Share on the date of grant of the First Option.

                           (iv)     subject to Section 10 hereof, the First
Option shall be exercisable immediately, in whole or in part, conditioned upon
Optionee entering into a restricted stock purchase


                                      3

<PAGE>

agreement with respect to any unvested Shares. The First Option shall vest as
to twenty-five percent (25%) of the Shares subject to the First Option on the
first anniversary of its date of grant, and 1/48 of the Shares subject to the
First Option at the end of each full month thereafter, provided that the
Optionee continues to serve as a Director on such dates.

                  (f)      The terms of a Subsequent Option granted hereunder
shall be as follows:

                           (i)      the term of the Subsequent Option shall be
ten (10) years.

                           (ii)     the Subsequent Option shall be exercisable
only while the Outside Director remains a Director of the Company, except as set
forth in Sections 8 and 10 hereof.

                           (iii)    the exercise price per Share shall be 100%
of the Fair Market Value per Share on the date of grant of the Subsequent
Option.

                           (iv)     subject to Section 10 hereof, the Subsequent
Option shall be exercisable immediately, in whole or in part, conditioned upon
Optionee entering into a restricted stock purchase agreement with respect to any
unvested Shares. The Subsequent Option shall vest as to twenty-five percent
(25%) of the Shares subject to the Subsequent Option on the first anniversary of
its date of grant, and 1/48 of the Shares subject to the Subsequent Option at
the end of each full month thereafter, provided that the Optionee continues to
serve as a Director on such dates.

                  (g)      In the event that any Option granted under the Plan
would cause the number of Shares subject to outstanding Options plus the number
of Shares previously purchased under Options to exceed the Pool, then the
remaining Shares available for Option grant shall be granted under Options to
the Outside Directors on a pro rata basis. No further grants shall be made until
such time, if any, as additional Shares become available for grant under the
Plan through action of the Board or the stockholders to increase the number of
Shares which may be issued under the Plan or through cancellation or expiration
of Options previously granted hereunder.

         5.       ELIGIBILITY. Options may be granted only to Outside Directors.
All Options shall be automatically granted in accordance with the terms set
forth in Section 4 hereof.

                  The Plan shall not confer upon any Optionee any right with
respect to continuation of service as a Director or nomination to serve as a
Director, nor shall it interfere in any way with any rights which the Director
or the Company may have to terminate the Director's relationship with the
Company at any time.

         6.       TERM OF PLAN. The Plan shall become effective upon the date of
the Company's initial public offering of its equity securities registered on
Form S-1 with the Securities and Exchange Commission. It shall continue in
effect for a term of ten (10) years unless sooner terminated under Section 11 of
the Plan.


                                      4
<PAGE>

         7.       FORM OF CONSIDERATION. The consideration to be paid for the
Shares to be issued upon exercise of an Option, including the method of payment,
shall consist of (i) cash, (ii) check, (iii) other shares which (x) in the case
of Shares acquired upon exercise of an Option, have been owned by the Optionee
for more than six (6) months on the date of surrender, and (y) have a Fair
Market Value on the date of surrender equal to the aggregate exercise price of
the Shares as to which said Option shall be exercised, (iv) consideration
received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan, or (v) any combination of the foregoing
methods of payment.

         8.       EXERCISE OF OPTION.

                  (a)      PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any
Option granted hereunder shall be exercisable at such times as are set forth in
Section 4 hereof; provided, however, that no Options shall be exercisable until
stockholder approval of the Plan in accordance with Section 16 hereof has been
obtained.

                  An Option may not be exercised for a fraction of a Share.

                  An Option shall be deemed to be exercised when written notice
of such exercise has been given to the Company in accordance with the terms of
the Option by the person entitled to exercise the Option and full payment for
the Shares with respect to which the Option is exercised has been received by
the Company. Full payment may consist of any consideration and method of payment
allowable under Section 7 of the Plan. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
A share certificate for the number of Shares so acquired shall be issued to the
Optionee as soon as practicable after exercise of the Option. No adjustment
shall be made for a dividend or other right for which the record date is prior
to the date the stock certificate is issued, except as provided in Section 10 of
the Plan.

                  Exercise of an Option in any manner shall result in a decrease
in the number of Shares which thereafter may be available, both for purposes of
the Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

                  (b)      TERMINATION OF CONTINUOUS STATUS AS A DIRECTOR.
Subject to Section 10 hereof, in the event an Optionee's status as a Director
terminates (other than upon the Optionee's death or Disability), the Optionee
may exercise his or her Option, but only within three (3) months following the
date of such termination, and only to the extent that the Optionee was entitled
to exercise it on the date of such termination (but in no event later than the
expiration of its ten (10) year term). To the extent that the Optionee was not
entitled to exercise an Option on the date of such termination, and to the
extent that the Optionee does not exercise such Option (to the extent otherwise
so entitled) within the time specified herein, the Option shall terminate.


                                      5
<PAGE>

                  (c)      DISABILITY OF OPTIONEE. In the event Optionee's
status as a Director terminates as a result of Disability, the Optionee may
exercise his or her Option, but only within twelve (12) months following the
date of such termination, and only to the extent that the Optionee was entitled
to exercise it on the date of such termination (but in no event later than the
expiration of its ten (10) year term). To the extent that the Optionee was not
entitled to exercise an Option on the date of termination, or if he or she does
not exercise such Option (to the extent otherwise so entitled) within the time
specified herein, the Option shall terminate.

                  (d)      DEATH OF OPTIONEE. In the event of an Optionee's
death, the Optionee's estate or a person who acquired the right to exercise the
Option by bequest or inheritance may exercise the Option, but only within twelve
(12) months following the date of death, and only to the extent that the
Optionee was entitled to exercise it on the date of death (but in no event later
than the expiration of its ten (10) year term). To the extent that the Optionee
was not entitled to exercise an Option on the date of death, and to the extent
that the Optionee's estate or a person who acquired the right to exercise such
Option does not exercise such Option (to the extent otherwise so entitled)
within the time specified herein, the Option shall terminate.

         9.       NON-TRANSFERABILITY OF OPTIONS. Unless provided otherwise by
the Administrator, the Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. If the Administrator makes an Option
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.

         10.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
MERGER OR ASSET SALE.

                  (a)      CHANGES IN CAPITALIZATION. Subject to any required
action by the stockholders of the Company, the number of Shares covered by each
outstanding Option, the number of Shares which have been authorized for issuance
under the Plan but as to which no Options have yet been granted or which have
been returned to the Plan upon cancellation or expiration of an Option, as well
as the price per Share covered by each such outstanding Option, and the number
of Shares issuable pursuant to the automatic grant provisions of Section 4
hereof shall be proportionately adjusted for any increase or decrease in the
number of issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of issued Shares effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of Shares
subject to an Option.

                  (b)      DISSOLUTION OR LIQUIDATION. In the event of the
proposed dissolution or liquidation of the Company, to the extent that an Option
has not been previously exercised, it shall terminate immediately prior to the
consummation of such proposed action.

                                      6
<PAGE>

                  (c)      MERGER OR ASSET SALE. In the event of a merger of the
Company with or into another corporation or the sale of substantially all of the
assets of the Company, outstanding Options may be assumed or equivalent options
may be substituted by the successor corporation or a Parent or Subsidiary
thereof (the "SUCCESSOR CORPORATION"). If an Option is assumed or substituted
for, the Option or equivalent option shall continue to vest and be exercisable
as provided in Section 4 hereof for so long as the Optionee serves as a Director
or a director of the Successor Corporation. Following such assumption or
substitution, if the Optionee's status as a Director or director of the
Successor Corporation, as applicable, is terminated other than upon a voluntary
resignation by the Optionee, the Option, option or Shares subject to a
restricted stock purchase agreement shall become fully vested, including as to
Shares for which it would not otherwise be vested. Thereafter, the Option or
option shall remain exercisable in accordance with Sections 8(b) through (d)
above.

         If the Successor Corporation does not assume an outstanding Option or
substitute for it an equivalent option, the Option shall become fully vested and
exercisable, including as to Shares for which it would not otherwise be
exercisable. In such event the Board shall notify the Optionee that the Option
shall be fully exercisable for a period of thirty (30) days from the date of
such notice, and upon the expiration of such period the Option shall terminate.

         For the purposes of this Section 10(c), an Option shall be considered
assumed if, following the merger or sale of assets, the Option confers the right
to purchase or receive, for each Share of Optioned Stock subject to the Option
immediately prior to the merger or sale of assets, the consideration (whether
stock, cash, or other securities or property) received in the merger or sale of
assets by holders of Common Stock for each Share held on the effective date of
the transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding Shares).
If such consideration received in the merger or sale of assets is not solely
common stock of the successor corporation or its Parent, the Administrator may,
with the consent of the successor corporation, provide for the consideration to
be received upon the exercise of the Option, for each Share of Optioned Stock
subject to the Option, to be solely common stock of the successor corporation or
its Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger or sale of assets.

         11.      AMENDMENT AND TERMINATION OF THE PLAN.

                  (a)      AMENDMENT AND TERMINATION. The Board may at any time
amend, alter, suspend, or discontinue the Plan, but no amendment, alteration,
suspension, or discontinuation shall be made which would impair the rights of
any Optionee under any grant theretofore made, without his or her consent. In
addition, to the extent necessary and desirable to comply with any applicable
law, regulation or stock exchange rule, the Company shall obtain stockholder
approval of any Plan amendment in such a manner and to such a degree as
required.

                                      7
<PAGE>

                  (b)      EFFECT OF AMENDMENT OR TERMINATION. Any such
amendment or termination of the Plan shall not affect Options already granted
and such Options shall remain in full force and effect as if this Plan had not
been amended or terminated.

         12.      TIME OF GRANTING OPTIONS. The date of grant of an Option
shall, for all purposes, be the date determined in accordance with Section 4
hereof.

         13.      CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, state securities laws, and the requirements of any stock exchange
upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.

                  As a condition to the exercise of an Option, the Company may
require the person exercising such Option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares, if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.

                  Inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained.

         14.      RESERVATION OF SHARES. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.

         15.      OPTION AGREEMENT. Options shall be evidenced by written option
agreements in such form as the Board shall approve.

         16.      STOCKHOLDER APPROVAL. The Plan shall be subject to approval by
the stockholders of the Company within twelve (12) months after the date the
Plan is adopted. Such stockholder approval shall be obtained in the degree and
manner required under applicable state and federal law and any stock exchange
rules.


                                      8


<PAGE>



                                  EXHIBIT 99.16

                                NETGRAVITY, INC.
                                 1998 STOCK PLAN


<PAGE>


                                NETGRAVITY, INC.

                                 1998 STOCK PLAN


         1.       PURPOSES OF THE PLAN.  The purposes of this Stock Plan are:

                  -        to attract and retain the best available personnel
                           for positions of substantial responsibility,

                  -        to provide additional incentive to Employees,
                           Directors and Consultants, and

                  -        to promote the success of the Company's business.

         Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at the time of
grant. Stock Purchase Rights may also be granted under the Plan.

         2.       DEFINITIONS. As used herein, the following definitions
shall apply:

                  (a)      "ADMINISTRATOR" means the Board or any of its
Committees as shall be administering the Plan, in accordance with Section 4
of the Plan.

                  (b)      "APPLICABLE LAWS" means the requirements relating
to the administration of stock option plans under U. S. state corporate laws,
U.S. federal and state securities laws, the Code, any stock exchange or
quotation system on which the Common Stock is listed or quoted and the
applicable laws of any foreign country or jurisdiction where Options or Stock
Purchase Rights are, or will be, granted under the Plan.

                  (c)      "BOARD" means the Board of Directors of the
Company.

                  (d)      "CODE" means the Internal Revenue Code of 1986, as
amended.

                  (e)      "COMMITTEE" means a committee of Directors
appointed by the Board in accordance with Section 4 of the Plan.

                  (f)      "COMMON STOCK" means the common stock of the
Company.

                  (g)      "COMPANY" means NetGravity, Inc., a Delaware
corporation.

                  (h)      "CONSULTANT" means any person, including an
advisor, engaged by the Company or a Parent or Subsidiary to render services
to such entity.

                  (i)      "DIRECTOR" means a member of the Board.


<PAGE>

                  (j)      "DISABILITY" means total and permanent disability
as defined in Section 22(e)(3) of the Code.

                  (k)      "EMPLOYEE" means any person, including Officers
and Directors, employed by the Company or any Parent or Subsidiary of the
Company. A Service Provider shall not cease to be an Employee in the case of
(i) any leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, its Parent, any Subsidiary,
or any successor. For purposes of Incentive Stock Options, no such leave may
exceed ninety days, unless reemployment upon expiration of such leave is
guaranteed by statute or contract. If reemployment upon expiration of a leave
of absence approved by the Company is not so guaranteed, on the 181st day of
such leave any Incentive Stock Option held by the Optionee shall cease to be
treated as an Incentive Stock Option and shall be treated for tax purposes as
a Nonstatutory Stock Option. Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute "employment"
by the Company.

                  (l)      "EXCHANGE ACT" means the Securities Exchange Act
of 1934, as amended.

                  (m)      "FAIR MARKET VALUE" means, as of any date, the
value of Common Stock determined as follows:

                           (i)      If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing sales price
for such stock (or the closing bid, if no sales were reported) as quoted on
such exchange or system for the last market trading day prior to the time of
determination, as reported in THE WALL STREET JOURNAL or such other source as
the Administrator deems reliable;

                           (ii)     If the Common Stock is regularly quoted
by a recognized securities dealer but selling prices are not reported, the
Fair Market Value of a Share of Common Stock shall be the mean between the
high bid and low asked prices for the Common Stock on the last market trading
day prior to the day of determination, as reported in THE WALL STREET JOURNAL
or such other source as the Administrator deems reliable; or

                           (iii)    In the absence of an established market
for the Common Stock, the Fair Market Value shall be determined in good faith
by the Administrator.

                  (n)      "INCENTIVE STOCK OPTION" means an Option intended
to qualify as an incentive stock option within the meaning of Section 422 of
the Code and the regulations promulgated thereunder.


                                       -2-

<PAGE>

                  (o)      "NONSTATUTORY STOCK OPTION" means an Option not
intended to qualify as an Incentive Stock Option.

                  (p)      "NOTICE OF GRANT" means a written or electronic
notice evidencing certain terms and conditions of an individual Option or
Stock Purchase Right grant. The Notice of Grant is part of the Option
Agreement.

                  (q)      "OFFICER" means a person who is an officer of the
Company within the meaning of Section 16 of the Exchange Act and the rules
and regulations promulgated thereunder.

                  (r)      "OPTION" means a stock option granted pursuant to
the Plan.

                  (s)      "OPTION AGREEMENT" means an agreement between the
Company and an Optionee evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the terms and conditions of
the Plan.

                  (t)      "OPTION EXCHANGE PROGRAM" means a program whereby
outstanding Options are surrendered in exchange for Options with a lower
exercise price.

                  (u)      "OPTIONED STOCK" means the Common Stock subject to
an Option or Stock Purchase Right.

                  (v)      "OPTIONEE" means the holder of an outstanding
Option or Stock Purchase Right granted under the Plan.

                  (w)      "PARENT" means a "parent corporation," whether now
or hereafter existing, as defined in Section 424(e) of the Code.

                  (x)      "PLAN" means this 1998 Stock Plan.

                  (y)      "RESTRICTED STOCK" means shares of Common Stock
acquired pursuant to a grant of Stock Purchase Rights under Section 11 of the
Plan.

                  (z)      "RESTRICTED STOCK PURCHASE AGREEMENT" means a
written agreement between the Company and the Optionee evidencing the terms
and restrictions applying to stock purchased under a Stock Purchase Right.
The Restricted Stock Purchase Agreement is subject to the terms and
conditions of the Plan and the Notice of Grant.

                  (aa)     "RULE 16B-3" means Rule 16b-3 of the Exchange Act
or any successor to Rule 16b-3, as in effect when discretion is being
exercised with respect to the Plan.

                  (bb)     "SECTION 16(B)" means Section 16(b) of the
Exchange Act.


                                       -3-

<PAGE>

                  (cc)     "SERVICE PROVIDER" means an Employee, Director or
Consultant.

                  (dd)     "SHARE" means a share of the Common Stock, as
adjusted in accordance with Section 13 of the Plan.

                  (ee)     "STOCK PURCHASE RIGHT" means the right to purchase
Common Stock pursuant to Section 11 of the Plan, as evidenced by a Notice of
Grant.

                  (ff)     "SUBSIDIARY" means a "subsidiary corporation",
whether now or hereafter existing, as defined in Section 424(f) of the Code.

         3.       STOCK SUBJECT TO THE PLAN. Subject to the provisions of
Section 13 of the Plan, the maximum aggregate number of Shares which may be
optioned and sold under the Plan is 2,000,000 Shares, plus an annual increase
to be added on the first day of the Company's fiscal year (beginning in 1999)
equal to the lesser of (i) 1,000,000 Shares, (ii) 5% of the outstanding
Shares on such date or (iii) a lesser amount determined by the Board. The
Shares may be authorized, but unissued, or reacquired Common Stock.

                  If an Option or Stock Purchase Right expires or becomes
unexercisable without having been exercised in full, or is surrendered
pursuant to an Option Exchange Program, the unpurchased Shares which were
subject thereto shall become available for future grant or sale under the
Plan (unless the Plan has terminated); PROVIDED, however, that Shares that
have actually been issued under the Plan, whether upon exercise of an Option
or Right, shall not be returned to the Plan and shall not become available
for future distribution under the Plan, except that if Shares of Restricted
Stock are repurchased by the Company at their original purchase price, such
Shares shall become available for future grant under the Plan.

         4.       ADMINISTRATION OF THE PLAN.

                  (a)      PROCEDURE.

                           (i)      MULTIPLE ADMINISTRATIVE BODIES. The Plan
may be administered by different Committees with respect to different groups
of Service Providers.

                           (ii)     SECTION 162(M). To the extent that the
Administrator determines it to be desirable to qualify Options granted
hereunder as "performance-based compensation" within the meaning of Section
162(m) of the Code, the Plan shall be administered by a Committee of two or
more "outside directors" within the meaning of Section 162(m) of the Code.


                                       -4-

<PAGE>

                           (iii)    RULE 16B-3. To the extent desirable to
qualify transactions hereunder as exempt under Rule 16b-3, the transactions
contemplated hereunder shall be structured to satisfy the requirements for
exemption under Rule 16b-3.

                           (iv)     OTHER ADMINISTRATION. Other than as
provided above, the Plan shall be administered by (A) the Board or (B) a
Committee, which committee shall be constituted to satisfy Applicable Laws.

                  (b)      POWERS OF THE ADMINISTRATOR. Subject to the
provisions of the Plan, and in the case of a Committee, subject to the
specific duties delegated by the Board to such Committee, the Administrator
shall have the authority, in its discretion:

                           (i)      to determine the Fair Market Value;

                           (ii)     to select the Service Providers to whom
Options and Stock Purchase Rights may be granted hereunder;

                           (iii)    to determine the number of shares of
Common Stock to be covered by each Option and Stock Purchase Right granted
hereunder;

                           (iv)     to approve forms of agreement for use
under the Plan;

                           (v)      to determine the terms and conditions,
not inconsistent with the terms of the Plan, of any Option or Stock Purchase
Right granted hereunder. Such terms and conditions include, but are not
limited to, the exercise price, the time or times when Options or Stock
Purchase Rights may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Option or Stock Purchase Right or
the shares of Common Stock relating thereto, based in each case on such
factors as the Administrator, in its sole discretion, shall determine;

                           (vi)     to reduce the exercise price of any
Option or Stock Purchase Right to the then current Fair Market Value if the
Fair Market Value of the Common Stock covered by such Option or Stock
Purchase Right shall have declined since the date the Option or Stock
Purchase Right was granted;

                           (vii)    to institute an Option Exchange Program;

                           (viii)   to construe and interpret the terms of
the Plan and awards granted pursuant to the Plan;

                           (ix)     to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of qualifying for preferred tax
treatment under foreign tax laws;


                                       -5-

<PAGE>

                           (x)      to modify or amend each Option or Stock
Purchase Right (subject to Section 15(c) of the Plan), including the
discretionary authority to extend the post-termination exercisability period
of Options longer than is otherwise provided for in the Plan;

                           (xi)     to allow Optionees to satisfy withholding
tax obligations by electing to have the Company withhold from the Shares to
be issued upon exercise of an Option or Stock Purchase Right that number of
Shares having a Fair Market Value equal to the amount required to be
withheld. The Fair Market Value of the Shares to be withheld shall be
determined on the date that the amount of tax to be withheld is to be
determined. All elections by an Optionee to have Shares withheld for this
purpose shall be made in such form and under such conditions as the
Administrator may deem necessary or advisable;

                           (xii)    to authorize any person to execute on
behalf of the Company any instrument required to effect the grant of an
Option or Stock Purchase Right previously granted by the Administrator;

                           (xiii)   to make all other determinations deemed
necessary or advisable for administering the Plan.

                  (c)      EFFECT OF ADMINISTRATOR'S DECISION. The
Administrator's decisions, determinations and interpretations shall be final
and binding on all Optionees and any other holders of Options or Stock
Purchase Rights.

         5.       ELIGIBILITY. Nonstatutory Stock Options and Stock Purchase
Rights may be granted to Service Providers. Incentive Stock Options may be
granted only to Employees.

         6.       LIMITATIONS.

                  (a)      Each Option shall be designated in the Option
Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.
However, notwithstanding such designation, to the extent that the aggregate
Fair Market Value of the Shares with respect to which Incentive Stock Options
are exercisable for the first time by the Optionee during any calendar year
(under all plans of the Company and any Parent or Subsidiary) exceeds
$100,000, such Options shall be treated as Nonstatutory Stock Options. For
purposes of this Section 6(a), Incentive Stock Options shall be taken into
account in the order in which they were granted. The Fair Market Value of the
Shares shall be determined as of the time the Option with respect to such
Shares is granted.

                  (b)      Neither the Plan nor any Option or Stock Purchase
Right shall confer upon an Optionee any right with respect to continuing the
Optionee's relationship as a Service Provider with the Company, nor shall
they interfere in any way with the Optionee's right or the Company's right to
terminate such relationship at any time, with or without cause.


                                       -6-

<PAGE>

                  (c)      The following limitations shall apply to grants of
Options:

                           (i)      No Service Provider shall be granted, in
any fiscal year of the Company, Options to purchase more than 2,000,000
Shares.

                           (ii)     In connection with his or her initial
service, a Service Provider may be granted Options to purchase up to an
additional 2,000,000 Shares which shall not count against the limit set forth
in subsection (i) above.

                           (iii)    The foregoing limitations shall be
adjusted proportionately in connection with any change in the Company's
capitalization as described in Section 13.

                           (iv)     If an Option is cancelled in the same
fiscal year of the Company in which it was granted (other than in connection
with a transaction described in Section 13), the cancelled Option will be
counted against the limits set forth in subsections (i) and (ii) above. For
this purpose, if the exercise price of an Option is reduced, the transaction
will be treated as a cancellation of the Option and the grant of a new Option.

         7.       TERM OF PLAN. Subject to Section 19 of the Plan, the Plan
shall become effective upon the date of the Company's initial public offering
of its equity securities registered on Form S-1 with the Securities and
Exchange Commission. It shall continue in effect for a term of ten (10) years
unless terminated earlier under Section 15 of the Plan.

         8.       TERM OF OPTION. The term of each Option shall be stated in
the Option Agreement. In the case of an Incentive Stock Option, the term
shall be ten (10) years from the date of grant or such shorter term as may be
provided in the Option Agreement. Moreover, in the case of an Incentive Stock
Option granted to an Optionee who, at the time the Incentive Stock Option is
granted, owns stock representing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any Parent or
Subsidiary, the term of the Incentive Stock Option shall be five (5) years
from the date of grant or such shorter term as may be provided in the Option
Agreement.

         9.       OPTION EXERCISE PRICE AND CONSIDERATION.

                  (a)      EXERCISE PRICE. The per share exercise price for
the Shares to be issued pursuant to exercise of an Option shall be determined
by the Administrator, subject to the following:

                           (i)      In the case of an Incentive Stock Option

                                    (A)      granted to an Employee who, at
the time the Incentive Stock Option is granted, owns stock representing more
than ten percent (10%) of the voting power of all


                                       -7-

<PAGE>

classes of stock of the Company or any Parent or Subsidiary, the per Share
exercise price shall be no less than 110% of the Fair Market Value per Share
on the date of grant.

                                    (B)      granted to any Employee other
than an Employee described in paragraph (A) immediately above, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share
on the date of grant.

                           (ii)     In the case of a Nonstatutory Stock
Option, the per Share exercise price shall be determined by the
Administrator. In the case of a Nonstatutory Stock Option intended to qualify
as "performance-based compensation" within the meaning of Section 162(m) of
the Code, the per Share exercise price shall be no less than 100% of the Fair
Market Value per Share on the date of grant.

                           (iii)    Notwithstanding the foregoing, Options
may be granted with a per Share exercise price of less than 100% of the Fair
Market Value per Share on the date of grant pursuant to a merger or other
corporate transaction.

                  (b)      WAITING PERIOD AND EXERCISE DATES. At the time an
Option is granted, the Administrator shall fix the period within which the
Option may be exercised and shall determine any conditions which must be
satisfied before the Option may be exercised.

                  (c)      FORM OF CONSIDERATION. The Administrator shall
determine the acceptable form of consideration for exercising an Option,
including the method of payment. In the case of an Incentive Stock Option,
the Administrator shall determine the acceptable form of consideration at the
time of grant. Such consideration may consist entirely of:

                           (i)      cash;

                           (ii)     check;

                           (iii)    promissory note;

                           (iv)     other Shares which (A) in the case of
Shares acquired upon exercise of an option, have been owned by the Optionee
for more than six months on the date of surrender, and (B) have a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised;

                           (v)      consideration received by the Company
under a cashless exercise program implemented by the Company in connection
with the Plan;


                                       -8-

<PAGE>

                           (vi)     a reduction in the amount of any Company
liability to the Optionee, including any liability attributable to the
Optionee's participation in any Company-sponsored deferred compensation
program or arrangement;

                           (vii)    any combination of the foregoing methods
of payment; or

                           (viii)   such other consideration and method of
payment for the issuance of Shares to the extent permitted by Applicable Laws.

         10.      EXERCISE OF OPTION.

                  (a)      PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER.
Any Option granted hereunder shall be exercisable according to the terms of
the Plan and at such times and under such conditions as determined by the
Administrator and set forth in the Option Agreement. Unless the Administrator
provides otherwise, vesting of Options granted hereunder shall be tolled
during any unpaid leave of absence. An Option may not be exercised for a
fraction of a Share.

                           An Option shall be deemed exercised when the
Company receives: (i) written or electronic notice of exercise (in accordance
with the Option Agreement) from the person entitled to exercise the Option,
and (ii) full payment for the Shares with respect to which the Option is
exercised. Full payment may consist of any consideration and method of
payment authorized by the Administrator and permitted by the Option Agreement
and the Plan. Shares issued upon exercise of an Option shall be issued in the
name of the Optionee or, if requested by the Optionee, in the name of the
Optionee and his or her spouse. Until the Shares are issued (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause
to be issued) such Shares promptly after the Option is exercised. No
adjustment will be made for a dividend or other right for which the record
date is prior to the date the Shares are issued, except as provided in
Section 13 of the Plan.

                           Exercising an Option in any manner shall decrease
the number of Shares thereafter available, both for purposes of the Plan and
for sale under the Option, by the number of Shares as to which the Option is
exercised.

                  (b)      TERMINATION OF RELATIONSHIP AS A SERVICE PROVIDER.
If an Optionee ceases to be a Service Provider, other than upon the
Optionee's death or Disability, the Optionee may exercise his or her Option
within such period of time as is specified in the Option Agreement to the
extent that the Option is vested on the date of termination (but in no event
later than the expiration of the term of such Option as set forth in the
Option Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for three (3) months following
the Optionee's termination. If, on the date of termination, the Optionee is
not vested as to his or her entire Option,


                                       -9-

<PAGE>

the Shares covered by the unvested portion of the Option shall revert to the
Plan. If, after termination, the Optionee does not exercise his or her Option
within the time specified by the Administrator, the Option shall terminate,
and the Shares covered by such Option shall revert to the Plan.

                  (c)      DISABILITY OF OPTIONEE. If an Optionee ceases to
be a Service Provider as a result of the Optionee's Disability, the Optionee
may exercise his or her Option within such period of time as is specified in
the Option Agreement to the extent the Option is vested on the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). In the absence of a specified
time in the Option Agreement, the Option shall remain exercisable for twelve
(12) months following the Optionee's termination. If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the
Plan. If, after termination, the Optionee does not exercise his or her Option
within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.

                  (d)      DEATH OF OPTIONEE. If an Optionee dies while a
Service Provider, the Option may be exercised within such period of time as
is specified in the Option Agreement (but in no event later than the
expiration of the term of such Option as set forth in the Notice of Grant),
by the Optionee's estate or by a person who acquires the right to exercise
the Option by bequest or inheritance, but only to the extent that the Option
is vested on the date of death. In the absence of a specified time in the
Option Agreement, the Option shall remain exercisable for twelve (12) months
following the Optionee's termination. If, at the time of death, the Optionee
is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall immediately revert to the Plan. The
Option may be exercised by the executor or administrator of the Optionee's
estate or, if none, by the person(s) entitled to exercise the Option under
the Optionee's will or the laws of descent or distribution. If the Option is
not so exercised within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

                  (e)      BUYOUT PROVISIONS. The Administrator may at any
time offer to buy out for a payment in cash or Shares an Option previously
granted based on such terms and conditions as the Administrator shall
establish and communicate to the Optionee at the time that such offer is made.

         11.      STOCK PURCHASE RIGHTS.

<PAGE>

                  (a)      RIGHTS TO PURCHASE. Stock Purchase Rights may be
issued either alone, in addition to, or in tandem with other awards granted
under the Plan and/or cash awards made outside of the Plan. After the
Administrator determines that it will offer Stock Purchase Rights under the
Plan, it shall advise the offeree in writing or electronically, by means of a
Notice of Grant, of the terms, conditions and restrictions related to the
offer, including the number of Shares that the offeree shall be entitled to
purchase, the price to be paid, and the time within which the offeree must
accept


                                       -10-

<PAGE>

such offer. The offer shall be accepted by execution of a Restricted Stock
Purchase Agreement in the form determined by the Administrator.

                  (b)      REPURCHASE OPTION. Unless the Administrator
determines otherwise, the Restricted Stock Purchase Agreement shall grant the
Company a repurchase option exercisable upon the voluntary or involuntary
termination of the purchaser's service with the Company for any reason
(including death or Disability). The purchase price for Shares repurchased
pursuant to the Restricted Stock Purchase Agreement shall be the original
price paid by the purchaser and may be paid by cancellation of any
indebtedness of the purchaser to the Company. The repurchase option shall
lapse at a rate determined by the Administrator.

                  (c)      OTHER PROVISIONS. The Restricted Stock Purchase
Agreement shall contain such other terms, provisions and conditions not
inconsistent with the Plan as may be determined by the Administrator in its
sole discretion.

                  (d)      RIGHTS AS A STOCKHOLDER. Once the Stock Purchase
Right is exercised, the purchaser shall have the rights equivalent to those
of a stockholder, and shall be a stockholder when his or her purchase is
entered upon the records of the duly authorized transfer agent of the
Company. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the Stock Purchase Right is exercised,
except as provided in Section 13 of the Plan.

         12.      NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS.
Unless determined otherwise by the Administrator, an Option or Stock Purchase
Right may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the Optionee, only
by the Optionee. If the Administrator makes an Option or Stock Purchase Right
transferable, such Option or Stock Purchase Right shall contain such
additional terms and conditions as the Administrator deems appropriate.

         13.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
MERGER OR ASSET SALE.

                  (a)      CHANGES IN CAPITALIZATION. Subject to any required
action by the stockholders of the Company, the number of shares of Common
Stock covered by each outstanding Option and Stock Purchase Right, and the
number of shares of Common Stock which have been authorized for issuance
under the Plan but as to which no Options or Stock Purchase Rights have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Option or Stock Purchase Right, as well as the price per
share of Common Stock covered by each such outstanding Option or Stock
Purchase Right, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in
the number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not


                                       -11-

<PAGE>

be deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein,
no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or
price of shares of Common Stock subject to an Option or Stock Purchase Right.

                  (b)      DISSOLUTION OR LIQUIDATION. In the event of the
proposed dissolution or liquidation of the Company, the Administrator shall
notify each Optionee as soon as practicable prior to the effective date of
such proposed transaction. The Administrator in its discretion may provide
for an Optionee to have the right to exercise his or her Option until ten
(10) days prior to such transaction as to all of the Optioned Stock covered
thereby, including Shares as to which the Option would not otherwise be
exercisable. In addition, the Administrator may provide that any Company
repurchase option applicable to any Shares purchased upon exercise of an
Option or Stock Purchase Right shall lapse as to all such Shares, provided
the proposed dissolution or liquidation takes place at the time and in the
manner contemplated. To the extent it has not been previously exercised, an
Option or Stock Purchase Right will terminate immediately prior to the
consummation of such proposed action.

                  (c)      MERGER OR ASSET SALE. In the event of a merger of
the Company with or into another corporation, or the sale of substantially
all of the assets of the Company, each outstanding Option and Stock Purchase
Right shall be assumed or an equivalent option or right substituted by the
successor corporation or a Parent or Subsidiary of the successor corporation.
In the event that the successor corporation refuses to assume or substitute
for the Option or Stock Purchase Right, the Optionee shall fully vest in and
have the right to exercise the Option or Stock Purchase Right as to all of
the Optioned Stock, including Shares as to which it would not otherwise be
vested or exercisable. If an Option or Stock Purchase Right becomes fully
vested and exercisable in lieu of assumption or substitution in the event of
a merger or sale of assets, the Administrator shall notify the Optionee in
writing or electronically that the Option or Stock Purchase Right shall be
fully vested and exercisable for a period of fifteen (15) days from the date
of such notice, and the Option or Stock Purchase Right shall terminate upon
the expiration of such period. For the purposes of this paragraph, the Option
or Stock Purchase Right shall be considered assumed if, following the merger
or sale of assets, the option or right confers the right to purchase or
receive, for each Share of Optioned Stock subject to the Option or Stock
Purchase Right immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received
in the merger or sale of assets by holders of Common Stock for each Share
held on the effective date of the transaction (and if holders were offered a
choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or sale of assets is not solely common
stock of the


                                       -12-

<PAGE>

successor corporation or its Parent, the Administrator may, with the consent
of the successor corporation, provide for the consideration to be received
upon the exercise of the Option or Stock Purchase Right, for each Share of
Optioned Stock subject to the Option or Stock Purchase Right, to be solely
common stock of the successor corporation or its Parent equal in fair market
value to the per share consideration received by holders of Common Stock in
the merger or sale of assets.

         14.      DATE OF GRANT. The date of grant of an Option or Stock
Purchase Right shall be, for all purposes, the date on which the
Administrator makes the determination granting such Option or Stock Purchase
Right, or such other later date as is determined by the Administrator. Notice
of the determination shall be provided to each Optionee within a reasonable
time after the date of such grant.

         15.      AMENDMENT AND TERMINATION OF THE PLAN.

                  (a)      AMENDMENT AND TERMINATION. The Board may at any
time amend, alter, suspend or terminate the Plan.

                  (b)      STOCKHOLDER APPROVAL. The Company shall obtain
stockholder approval of any Plan amendment to the extent necessary and
desirable to comply with Applicable Laws.

                  (c)      EFFECT OF AMENDMENT OR TERMINATION. No amendment,
alteration, suspension or termination of the Plan shall impair the rights of
any Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee
and the Company. Termination of the Plan shall not affect the Administrator's
ability to exercise the powers granted to it hereunder with respect to
Options granted under the Plan prior to the date of such termination.

         16.      CONDITIONS UPON ISSUANCE OF SHARES.

                  (a)      LEGAL COMPLIANCE. Shares shall not be issued
pursuant to the exercise of an Option or Stock Purchase Right unless the
exercise of such Option or Stock Purchase Right and the issuance and delivery
of such Shares shall comply with Applicable Laws and shall be further subject
to the approval of counsel for the Company with respect to such compliance.

                  (b)      INVESTMENT REPRESENTATIONS. As a condition to the
exercise of an Option or Stock Purchase Right, the Company may require the
person exercising such Option or Stock Purchase Right to represent and
warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute
such Shares if, in the opinion of counsel for the Company, such a
representation is required.

         17.      INABILITY TO OBTAIN AUTHORITY. The inability of the Company
to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.


                                       -13-

<PAGE>

         18.      RESERVATION OF SHARES. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.

         19.      STOCKHOLDER APPROVAL. The Plan shall be subject to approval
by the stockholders of the Company within twelve (12) months after the date
the Plan is adopted. Such stockholder approval shall be obtained in the
manner and to the degree required under Applicable Laws.


                                       -14-

<PAGE>

                                NETGRAVITY, INC.

                                 1998 STOCK PLAN

                             STOCK OPTION AGREEMENT


        Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Option Agreement.

I.  NOTICE OF STOCK OPTION GRANT

[Optionee's Name and Address]

        You have been granted an option to purchase Common Stock of the
Company, subject to the terms and conditions of the Plan and this Option
Agreement, as follows:

        Grant Number                        _________________________

        Date of Grant                       _________________________

        Vesting Commencement Date           _________________________

        Exercise Price per Share            $________________________

        Total Number of Shares Granted      _________________________

        Total Exercise Price                $_________________________

        Type of Option:                     ___      Incentive Stock Option

                                            ___      Nonstatutory Stock Option

        Term/Expiration Date:               _________________________


     VESTING SCHEDULE:

        This Option may be exercised, in whole or in part, in accordance with
the following schedule:

        25% of the Shares subject to the Option shall vest twelve months
after the Vesting Commencement Date, and 1/48 of the Shares subject to the
Option shall vest each month thereafter, subject to the Optionee continuing
to be a Service Provider on such dates.


<PAGE>

        TERMINATION PERIOD:

        This Option may be exercised for three months after Optionee ceases
to be a Service Provider. Upon the death or Disability of the Optionee, this
Option may be exercised for one year after Optionee ceases to be a Service
Provider. In no event shall this Option be exercised later than the
Term/Expiration Date as provided above.

II.  AGREEMENT

         1        GRANT OF OPTION. The Plan Administrator of the Company
hereby grants to the Optionee named in the Notice of Grant attached as Part I
of this Agreement (the "OPTIONEE") an option (the "OPTION") to purchase the
number of Shares, as set forth in the Notice of Grant, at the exercise price
per share set forth in the Notice of Grant (the "EXERCISE PRICE"), subject to
the terms and conditions of the Plan, which is incorporated herein by
reference. Subject to Section 15(c) of the Plan, in the event of a conflict
between the terms and conditions of the Plan and the terms and conditions of
this Option Agreement, the terms and conditions of the Plan shall prevail.

                  If designated in the Notice of Grant as an Incentive Stock
Option ("ISO"), this Option is intended to qualify as an Incentive Stock
Option under Section 422 of the Code. However, if this Option is intended to
be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule
of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option
("NSO").

        2      EXERCISE OF OPTION.

                  (a)      RIGHT TO EXERCISE. This Option is exercisable
during its term in accordance with the Vesting Schedule set out in the Notice
of Grant and the applicable provisions of the Plan and this Option Agreement.

                  (b)      METHOD OF EXERCISE. This Option is exercisable by
delivery of an exercise notice, in the form attached as Exhibit A (the
"EXERCISE NOTICE"), which shall state the election to exercise the Option,
the number of Shares in respect of which the Option is being exercised (the
"EXERCISED SHARES"), and such other representations and agreements as may be
required by the Company pursuant to the provisions of the Plan. The Exercise
Notice shall be completed by the Optionee and delivered to the Company. The
Exercise Notice shall be accompanied by payment of the aggregate Exercise
Price as to all Exercised Shares. This Option shall be deemed to be exercised
upon receipt by the Company of such fully executed Exercise Notice
accompanied by such aggregate Exercise Price.

               No Shares shall be issued pursuant to the exercise of this
Option unless such issuance and exercise complies with Applicable Laws.
Assuming such compliance, for income tax purposes the Exercised Shares shall
be considered transferred to the Optionee on the date the Option is exercised
with respect to such Exercised Shares.


                                       -2-

<PAGE>

         3        METHOD OF PAYMENT. Payment of the aggregate Exercise Price
shall be by any of the following, or a combination thereof, at the election
of the Optionee:

                  (a)      cash; or

                  (b)      check; or

                  (c)      consideration received by the Company under a
cashless exercise program implemented by the Company in connection with the
Plan; or

                  (d)      surrender of other Shares which (i) in the case of
Shares acquired upon exercise of an option, have been owned by the Optionee
for more than six (6) months on the date of surrender, AND (ii) have a Fair
Market Value on the date of surrender equal to the aggregate Exercise Price
of the Exercised Shares.

         4        NON-TRANSFERABILITY OF OPTION. This Option may not be
transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by the
Optionee. The terms of the Plan and this Option Agreement shall be binding
upon the executors, administrators, heirs, successors and assigns of the
Optionee.

         5        TERM OF OPTION. This Option may be exercised only within
the term set out in the Notice of Grant, and may be exercised during such
term only in accordance with the Plan and the terms of this Option Agreement.

         6        TAX CONSEQUENCES. Some of the federal tax consequences
relating to this Option, as of the date of this Option, are set forth below.
THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE
SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

                  (a)      EXERCISING THE OPTION.

                           (i)      NONSTATUTORY STOCK OPTION. The Optionee
may incur regular federal income tax liability upon exercise of a NSO. The
Optionee will be treated as having received compensation income (taxable at
ordinary income tax rates) equal to the excess, if any, of the Fair Market
Value of the Exercised Shares on the date of exercise over their aggregate
Exercise Price. If the Optionee is an Employee or a former Employee, the
Company will be required to withhold from his or her compensation or collect
from Optionee and pay to the applicable taxing authorities an amount in cash
equal to a percentage of this compensation income at the time of exercise,
and may refuse to honor the exercise and refuse to deliver Shares if such
withholding amounts are not delivered at the time of exercise.


                                       -3-

<PAGE>



                           (ii)     INCENTIVE STOCK OPTION. If this Option
qualifies as an ISO, the Optionee will have no regular federal income tax
liability upon its exercise, although the excess, if any, of the Fair Market
Value of the Exercised Shares on the date of exercise over their aggregate
Exercise Price will be treated as an adjustment to alternative minimum
taxable income for federal tax purposes and may subject the Optionee to
alternative minimum tax in the year of exercise. In the event that the
Optionee ceases to be an Employee but remains a Service Provider, any
Incentive Stock Option of the Optionee that remains unexercised shall cease
to qualify as an Incentive Stock Option and will be treated for tax purposes
as a Nonstatutory Stock Option on the date three (3) months and one (1) day
following such change of status.

                  (b)      DISPOSITION OF SHARES.

                           (i)      NSO. If the Optionee holds NSO Shares for
at least one year, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes.

                           (ii)     ISO. If the Optionee holds ISO Shares for
at least one year after exercise and two years after the grant date, any gain
realized on disposition of the Shares will be treated as long-term capital
gain for federal income tax purposes. If the Optionee disposes of ISO Shares
within one year after exercise or two years after the grant date, any gain
realized on such disposition will be treated as compensation income (taxable
at ordinary income rates) to the extent of the excess, if any, of the lesser
of (A) the difference between the Fair Market Value of the Shares acquired on
the date of exercise and the aggregate Exercise Price, or (B) the difference
between the sale price of such Shares and the aggregate Exercise Price. Any
additional gain will be taxed as capital gain, short-term or long-term
depending on the period that the ISO Shares were held.

                  (c)      NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES.
If the Optionee sells or otherwise disposes of any of the Shares acquired
pursuant to an ISO on or before the later of (i) two years after the grant
date, or (ii) one year after the exercise date, the Optionee shall
immediately notify the Company in writing of such disposition. The Optionee
agrees that he or she may be subject to income tax withholding by the Company
on the compensation income recognized from such early disposition of ISO
Shares by payment in cash or out of the current earnings paid to the Optionee.

         7        ENTIRE AGREEMENT; GOVERNING LAW. The Plan is incorporated
herein by reference. The Plan and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the
Company and Optionee with respect to the subject matter hereof, and may not
be modified adversely to the Optionee's interest except by means of a writing
signed by the Company and Optionee. This agreement is governed by the
internal substantive laws, but not the choice of law rules, of California.


                                       -4-

<PAGE>

         8        NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES
AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF
IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY
(AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR
PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY
PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE
COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT
ANY TIME, WITH OR WITHOUT CAUSE.

        By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and
governed by the terms and conditions of the Plan and this Option Agreement.
Optionee has reviewed the Plan and this Option Agreement in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing
this Option Agreement and fully understands all provisions of the Plan and
Option Agreement. Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Administrator upon any
questions relating to the Plan and Option Agreement. Optionee further agrees
to notify the Company upon any change in the residence address indicated
below.

OPTIONEE:                               NETGRAVITY, INC.



- ---------------------------------       --------------------------------------
Signature                               By

- ---------------------------------       --------------------------------------
Print Name                              Title

- ---------------------------------
Residence Address

- ---------------------------------


                                       -5-

<PAGE>

                                    EXHIBIT A

                                 1998 STOCK PLAN

                                 EXERCISE NOTICE


NetGravity, Inc.
1900 S. Norfolk Street, Suite 150
San Mateo, CA  94403

Attention:  Secretary

         1        EXERCISE OF OPTION. Effective as of today,
__________________, the undersigned ("PURCHASER") hereby elects to purchase
______________ shares (the "SHARES") of the Common Stock of NetGravity, Inc.
(the "COMPANY") under and pursuant to the 1998 Stock Plan (the "PLAN") and
the Stock Option Agreement dated (the "OPTION AGREEMENT"). The purchase price
for the Shares shall be $_______ , as required by the Option Agreement.

         2        DELIVERY OF PAYMENT. Purchaser herewith delivers to the
Company the full purchase price for the Shares.

         3        REPRESENTATIONS OF PURCHASER. Purchaser acknowledges that
Purchaser has received, read and understood the Plan and the Option Agreement
and agrees to abide by and be bound by their terms and conditions.

         4        RIGHTS AS STOCKHOLDER. Until the issuance (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the Shares, no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to
the Optioned Stock, notwithstanding the exercise of the Option. The Shares so
acquired shall be issued to the Optionee as soon as practicable after
exercise of the Option. No adjustment will be made for a dividend or other
right for which the record date is prior to the date of issuance, except as
provided in Section 13 of the Plan.

         5        TAX CONSULTATION. Purchaser understands that Purchaser may
suffer adverse tax consequences as a result of Purchaser's purchase or
disposition of the Shares. Purchaser represents that Purchaser has consulted
with any tax consultants Purchaser deems advisable in connection with the
purchase or disposition of the Shares and that Purchaser is not relying on
the Company for any tax advice.


<PAGE>

         6        ENTIRE AGREEMENT; GOVERNING LAW. The Plan and Option
Agreement are incorporated herein by reference. This Agreement, the Plan and
the Option Agreement constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and Purchaser with respect
to the subject matter hereof, and may not be modified adversely to the
Purchaser's interest except by means of a writing signed by the Company and
Purchaser. This agreement is governed by the internal substantive laws, but
not the choice of law rules, of California.

Submitted by:                              Accepted by:

PURCHASER:                                 NETGRAVITY, INC.


- ----------------------------------         ------------------------------------
Signature                                  By

- ----------------------------------         ------------------------------------
Print Name                                 Its


ADDRESS:                                   ADDRESS:

- ---------------------------------          1900 S. Norfolk Street, Suite 150
                                           San Mateo, CA  94403
- ---------------------------------

- ---------------------------------

- -------------------------------------
Date Received


<PAGE>



                                  EXHIBIT 99.17

                                NETGRAVITY, INC.
                             1995 STOCK OPTION PLAN


<PAGE>

                                NETGRAVITY, INC.

                             1995 STOCK OPTION PLAN
                           (as amended April 21, 1998)


1.       PURPOSES OF THE PLAN. The purposes of this Stock Option Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants of
the Company and its Subsidiaries and to promote the success of the Company's
business. Options granted under the Plan may be incentive stock options (as
defined under Section 422 of the Code) or nonstatutory stock options, as
determined by the Administrator at the time of grant of an option and subject to
the applicable provisions of Section 422 of the Code, as amended, and the
regulations promulgated thereunder.

2.       DEFINITIONS. As used herein, the following definitions shall apply:

         (a)      "ADMINISTRATOR" means the Board or any of its Committees
         appointed pursuant to Section 4 of the Plan.

         (b)      "BOARD" means the Board of Directors of the Company.

         (c)      "CODE" means the Internal Revenue Code of 1986, as amended.

         (d)      "COMMITTEE" means a Committee appointed by the Board of
         Directors in accordance with Section 4 of the Plan.

         (e)      "COMMON STOCK" means the Common Stock of the Company.

         (f)      "COMPANY" means NetGravity, Inc., a Delaware corporation.

         (g)      "CONSULTANT" means any person who is engaged by the Company or
         any Parent or Subsidiary to render consulting or advisory services and
         is compensated for such services, and any director of the Company
         whether compensated for such services or not. If and in the event the
         Company registers any class of any equity security pursuant to the
         Exchange Act, the term Consultant shall thereafter not include
         directors who are not compensated for their services or are paid only a
         director's fee by the Company.

         (h)      "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" means that
         the employment or consulting relationship with the Company, any Parent,
         or Subsidiary, is not interrupted or terminated. Continuous Status as
         an Employee or Consultant shall not be considered interrupted in the
         case of (i) any leave of absence

<PAGE>

         approved by the Company or (ii) transfers between locations of the
         Company or between the Company, its Parent, any Subsidiary, or any
         successor. A leave of absence approved by the Company shall include
         sick leave, military leave, or any other personal leave approved by
         an authorized representative of the Company. For purposes of
         Incentive Stock Options, no such leave may exceed 90 days, unless
         reemployment upon expiration of such leave is guaranteed by statute
         or contract, including Company policies. If reemployment upon
         expiration of a leave of absence approved by the Company is not so
         guaranteed, on the 181st day of such leave any Incentive Stock
         Option held by the Optionee shall cease to be treated as an
         Incentive Stock Option and shall be treated for tax purposes as a
         Nonstatutory Stock Option.

         (i)      "EMPLOYEE" means any person, including Officers and directors,
         employed by the Company or any Parent or Subsidiary of the Company. The
         payment of a director's fee by the Company shall not be sufficient to
         constitute "employment" by the Company.

         (j)      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
         amended.

         (k)      "FAIR MARKET VALUE" means, as of any date, the value of Common
         Stock determined as follows:

                           (i)      If the Common Stock is listed on any
                  established stock exchange or a national market system,
                  including without limitation the Nasdaq National Market of the
                  National Association of Securities Dealers, Inc. Automated
                  Quotation ("NASDAQ") System, its Fair Market Value shall be
                  the closing sales price for such stock (or the closing bid, if
                  no sales were reported) as quoted on such exchange or system
                  for the last market trading day prior to the time of
                  determination, as reported in THE WALL STREET JOURNAL or such
                  other source as the Administrator deems reliable;

                           (ii)     If the Common Stock is quoted on the NASDAQ
                  System (but not on the Nasdaq National Market thereof) or
                  regularly quoted by a recognized securities dealer but selling
                  prices are not reported, its Fair Market Value shall be the
                  mean between the high bid and low asked prices for the Common
                  Stock on the last market trading day prior to the day of
                  determination, or;

                           (iii)    In the absence of an established market for
                  the Common Stock, the Fair Market Value thereof shall be
                  determined in good faith by the Administrator.

         (l)      "INCENTIVE STOCK OPTION" means an Option intended to qualify
         as an incentive stock option within the meaning of Section 422 of the
         Code.

                                       2

<PAGE>

         (m)      "NONSTATUTORY STOCK OPTION" means an Option not intended to
         qualify as an Incentive Stock Option.

         (n)      "OFFICER" means a person who is an officer of the Company
         within the meaning of Section 16 of the Exchange Act and the rules and
         regulations promulgated thereunder.

         (o)      "OPTION" means a stock option granted pursuant to the Plan.

         (p)      "OPTIONED STOCK" means the Common Stock subject to an Option.

         (q)      "OPTIONEE" means an Employee or Consultant who receives an
         Option.

         (r)      "PARENT" means a "parent corporation", whether now or
         hereafter existing, as defined in Section 424(e) of the Code.

         (s)      "PLAN" means this 1995 Stock Option Plan.

         (t)      "SECTION 16(B)" means Section 16(b) of the Securities Exchange
         Act of 1934, as amended.

         (u)      "SHARE" means a share of the Common Stock, as adjusted in
         accordance with Section 11 below.

         (v)      "SUBSIDIARY" means a "subsidiary corporation", whether now or
         hereafter existing, as defined in Section 424(f) of the Code.

3.       STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 11 of
         the Plan, the maximum aggregate number of Shares which may be optioned
         and sold under the Plan is 6,600,655 Shares. The Shares may be
         authorized, but unissued, or reacquired Common Stock.

         If an Option expires or becomes unexercisable without having been
exercised in full, or is surrendered pursuant to an option exchange program, the
unpurchased Shares which were subject thereto shall become available for future
grant or sale under the Plan (unless the Plan has terminated); PROVIDED,
however, that Shares that have actually been issued under the Plan shall not be
returned to the Plan and shall not become available for future distribution
under the Plan, except that if unvested Shares are repurchased by the Company at
their original purchase price, and the original purchaser of such Shares did not
receive any benefits of ownership of such Shares, such Shares shall become
available for future grant under the Plan. For purposes of the preceding
sentence, voting rights shall not be considered a benefit of Share ownership.

4.       ADMINISTRATION OF THE PLAN.

                                       3

<PAGE>

         (a)      INITIAL PLAN PROCEDURE. Prior to the date, if any, upon which
         the Company becomes subject to the Exchange Act, the Plan shall be
         administered by the Board or a committee appointed by the Board.

         (B)      PLAN PROCEDURE AFTER THE DATE, IF ANY, UPON WHICH THE COMPANY
         BECOMES SUBJECT TO THE EXCHANGE ACT.

                  (i)      ADMINISTRATION WITH RESPECT TO DIRECTORS AND
                  OFFICERS. With respect to grants of Options to Employees who
                  are also Officers or directors of the Company, the Plan shall
                  be administered by (A) the Board if the Board may administer
                  the Plan in compliance with the rules under Rule 16b-3
                  promulgated under the Exchange Act or any successor thereto
                  ("Rule 16b-3") relating to the disinterested administration of
                  employee benefit plans under which Section 16(b) exempt
                  discretionary grants and awards of equity securities are to be
                  made, or (B) a Committee designated by the Board to administer
                  the Plan, which Committee shall be constituted to comply with
                  the rules under Rule 16b-3 relating to the disinterested
                  administration of employee benefit plans under which Section
                  16(b) exempt discretionary grants and awards of equity
                  securities are to be made. Once appointed, such Committee
                  shall continue to serve in its designated capacity until
                  otherwise directed by the Board. From time to time the Board
                  may increase the size of the Committee and appoint additional
                  members thereof, remove members (with or without cause) and
                  appoint new members in substitution therefor, fill vacancies,
                  however caused, and remove all members of the Committee and
                  thereafter directly administer the Plan, all to the extent
                  permitted by the rules under Rule 16b-3 relating to the
                  disinterested administration of employee benefit plans under
                  which Section 16(b) exempt discretionary grants and awards of
                  equity securities are to be made.

                  (ii)     MULTIPLE ADMINISTRATIVE BODIES. If permitted by Rule
                  16b-3, the Plan may be administered by different bodies with
                  respect to directors, non-director Officers and Employees who
                  are neither directors nor Officers.

                  (iii)    ADMINISTRATION WITH RESPECT TO CONSULTANTS AND OTHER
                  EMPLOYEES. With respect to grants of Options to Employees or
                  Consultants who are neither directors nor Officers of the
                  Company, the Plan shall be administered by (A) the Board or
                  (B) a committee designated by the Board, which committee shall
                  be constituted in such a manner as to satisfy the legal
                  requirements relating to the administration of incentive stock
                  option plans, if any, of California and Delaware corporate and
                  securities laws, of the Code, and of any applicable stock
                  exchange (the "Applicable Laws"). Once appointed, such
                  Committee shall continue to serve in its designated capacity
                  until otherwise directed by the Board. From time to time the
                  Board may increase the size of the Committee and appoint
                  additional members thereof, remove members (with or without
                  cause) and appoint new members in

                                       4

<PAGE>

                  substitution therefor, fill vacancies, however caused, and
                  remove all members of the Committee and thereafter directly
                  administer the Plan, all to the extent permitted by the
                  Applicable Laws.

         (c)      POWERS OF THE ADMINISTRATOR. Subject to the provisions of the
         Plan and, in the case of a Committee, the specific duties delegated by
         the Board to such Committee, and subject to the approval of any
         relevant authorities, including the approval, if required, of any stock
         exchange upon which the Common Stock is listed, the Administrator shall
         have the authority, in its discretion:

                  (i)      to determine the Fair Market Value of the Common
                  Stock, in accordance with Section 2(k) of the Plan;

                  (ii)     to select the Consultants and Employees to whom
                  Options may from time to time be granted hereunder;

                  (iii)    to determine whether and to what extent Options are
                  granted hereunder;

                  (iv)     to determine the number of shares of Common Stock to
                  be covered by each such award granted hereunder;

                  (v)      to approve forms of agreement for use under the Plan;

                  (vi)     to determine the terms and conditions of any award
                  granted hereunder;

                  (vii)    to determine whether and under what circumstances an
                  Option may be settled in cash under subsection 9(f) instead of
                  Common Stock;

                  (viii)   to reduce the exercise price of any Option to the
                  then current Fair Market Value if the Fair Market Value of the
                  Common Stock covered by such Option has declined since the
                  date the Option was granted; and

                  (ix)     to construe and interpret the terms of the Plan and
                  awards granted pursuant to the Plan.

         (d)      EFFECT OF ADMINISTRATOR'S DECISION. All decisions,
         determinations and interpretations of the Administrator shall be final
         and binding on all Optionees and any other holders of any Options.

5.       ELIGIBILITY.

         (a)      Nonstatutory Stock Options may be granted to Employees and
         Consultants. Incentive Stock Options may be granted only to Employees.
         An Employee or

                                       5

<PAGE>

         Consultant who has been granted an Option may, if otherwise eligible,
         be granted additional Options.

         (b)      Each Option shall be designated in the written option
         agreement as either an Incentive Stock Option or a Nonstatutory Stock
         Option. However, notwithstanding such designation, to the extent that
         the aggregate Fair Market Value of the Shares with respect to which
         Incentive Stock Options are exercisable for the first time by the
         Optionee during any calendar year (under all plans of the Company and
         any Parent or Subsidiary) exceeds $100,000, such Options shall be
         treated as Nonstatutory Stock Options. For purposes of this Section
         5(b), Incentive Stock Options shall be taken into account in the order
         in which they were granted. The Fair Market Value of the Shares shall
         be determined as of the time the Option with respect to such Shares is
         granted.

         (c)      The Plan shall not confer upon any Optionee any right with
         respect to continuation of employment or consulting relationship with
         the Company, nor shall it interfere in any way with his or her right or
         the Company's right to terminate his or her employment or consulting
         relationship at any time, with or without cause.

         (d)      Upon the Company or a successor corporation issuing any class
         of common equity securities required to be registered under Section 12
         of the Exchange Act or upon the Plan being assumed by a corporation
         having a class of common equity securities required to be registered
         under Section 12 of the Exchange Act, the following limitations shall
         apply to grants of Options to Employees:

                  (i)      No Employee shall be granted, in any fiscal year of
                  the Company, Options to purchase more than 1,800,000 Shares.

                  (ii)     In connection with his or her initial employment, an
                  Employee may be granted Options to purchase up to an
                  additional 1,800,000 Shares which shall not count against the
                  limit set forth in subsection (i) above.

                  (iii)    The foregoing limitations shall be adjusted
                  proportionately in connection with any change in the Company's
                  capitalization as described in Section 11.

                  (iv)     If an Option is cancelled in the same fiscal year of
                  the Company in which it was granted (other than in connection
                  with a transaction described in Section 11), the cancelled
                  Option will be counted against the limit set forth in
                  subsection (i) above. For this purpose, if the exercise price
                  of an Option is reduced, the transaction will be treated as a
                  cancellation of the Option and the grant of a new Option.

6.       TERM OF PLAN. The Plan shall become effective upon the earlier to occur
of its adoption by the Board of Directors or its approval by the stockholders of
the Company, as

                                       6

<PAGE>

described in Section 17 of the Plan. It shall continue in effect for a term
of ten (10) years unless sooner terminated under Section 13 of the Plan.

7.       TERM OF OPTION. The term of each Option shall be the term stated in the
Option Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant thereof. However, in the case of an Incentive
Stock Option granted to an Optionee who, at the time the Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the term of the
Option shall be five (5) years from the date of grant thereof or such shorter
term as may be provided in the Option Agreement.

8.       OPTION EXERCISE PRICE AND CONSIDERATION.

         (a)      The per share exercise price for the Shares to be issued
         pursuant to exercise of an Option shall be such price as is determined
         by the Administrator, but shall be subject to the following:

                  (i)      In the case of an Incentive Stock Option

                           a)       granted to an Employee who, at the time of
                           the grant of such Incentive Stock Option, owns stock
                           representing more than ten percent (10%) of the
                           voting power of all classes of stock of the Company
                           or any Parent or Subsidiary, the per Share exercise
                           price shall be no less than 110% of the Fair Market
                           Value per Share on the date of grant.

                           b)       granted to any Employee other than an
                           Employee described in the preceding paragraph, the
                           per Share exercise price shall be no less than 100%
                           of the Fair Market Value per Share on the date of
                           grant.

                  (ii)     In the case of a Nonstatutory Stock Option

                           a)       granted to a person who, at the time of the
                           grant of such Option, owns stock representing more
                           than ten percent (10%) of the voting power of all
                           classes of stock of the Company or any Parent or
                           Subsidiary, the per Share exercise price shall be no
                           less than 110% of the Fair Market Value per Share on
                           the date of the grant.

                           b)       granted to any person, the per Share
                           exercise price shall be no less than 85% of the Fair
                           Market Value per Share on the date of grant.

         (b)      The consideration to be paid for the Shares to be issued upon
         exercise of an Option, including the method of payment, shall be
         determined by the Administrator (and, in the case of an Incentive Stock
         Option, shall be determined at the time of

                                       7

<PAGE>

         grant) and may consist entirely of (1) cash, (2) check, (3)
         promissory note, (4) other Shares which (x) in the case of Shares
         acquired upon exercise of an Option have been owned by the Optionee
         for more than six months on the date of surrender and (y) have a
         Fair Market Value on the date of surrender equal to the aggregate
         exercise price of the Shares as to which said Option shall be
         exercised, (5) delivery of a properly executed exercise notice
         together with such other documentation as the Administrator and the
         broker, if applicable, shall require to effect an exercise of the
         Option and delivery to the Company of the sale or loan proceeds
         required to pay the exercise price, or (6) any combination of the
         foregoing methods of payment. In making its determination as to the
         type of consideration to accept, the Administrator shall consider if
         acceptance of such consideration may be reasonably expected to
         benefit the Company.

9.       EXERCISE OF OPTION.

         (a)      PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option
         granted hereunder shall be exercisable at such times and under such
         conditions as determined by the Administrator, including performance
         criteria with respect to the Company and/or the Optionee, and as shall
         be permissible under the terms of the Plan, but in no case at a rate of
         less than 20% per year over five (5) years from the date the Option is
         granted.

                  An Option may not be exercised for a fraction of a Share.

                  An Option shall be deemed to be exercised when written notice
         of such exercise has been given to the Company in accordance with the
         terms of the Option by the person entitled to exercise the Option and
         full payment for the Shares with respect to which the Option is
         exercised has been received by the Company. Full payment may, as
         authorized by the Administrator, consist of any consideration and
         method of payment allowable under Section 8(b) of the Plan. Until the
         issuance (as evidenced by the appropriate entry on the books of the
         Company or of a duly authorized transfer agent of the Company) of the
         stock certificate evidencing such Shares, no right to vote or receive
         dividends or any other rights as a stockholder shall exist with respect
         to the Optioned Stock, notwithstanding the exercise of the Option. The
         Company shall issue (or cause to be issued) such stock certificate
         promptly upon exercise of the Option. No adjustment will be made for a
         dividend or other right for which the record date is prior to the date
         the stock certificate is issued, except as provided in Section 11 of
         the Plan.

                  Exercise of an Option in any manner shall result in a decrease
         in the number of Shares which thereafter may be available, both for
         purposes of the Plan and for sale under the Option, by the number of
         Shares as to which the Option is exercised.

         (b)      TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. In the
         event of termination of an Optionee's Continuous Status as an Employee
         or Consultant with

                                       8

<PAGE>

         the Company (but not in the event of an Optionee's change of status
         from Employee to Consultant (in which case an Employee's Incentive
         Stock Option shall automatically convert to a Nonstatutory Stock
         Option on the date three (3) months and one day from the date of
         such change of status) or from Consultant to Employee), such
         Optionee may, but only within such period of time as is determined
         by the Administrator, of at least thirty (30) days, with such
         determination in the case of an Incentive Stock Option not exceeding
         three (3) months after the date of such termination (but in no event
         later than the expiration date of the term of such Option as set
         forth in the Option Agreement), exercise his or her Option to the
         extent that Optionee was entitled to exercise it at the date of such
         termination. To the extent that Optionee was not entitled to
         exercise the Option at the date of such termination, or if Optionee
         does not exercise such Option to the extent so entitled within the
         time specified herein, the Option shall terminate.

         (c)      DISABILITY OF OPTIONEE. In the event of termination of an
         Optionee's consulting relationship or Continuous Status as an Employee
         as a result of his or her disability, Optionee may, but only within
         twelve (12) months from the date of such termination (and in no event
         later than the expiration date of the term of such Option as set forth
         in the Option Agreement), exercise the Option to the extent otherwise
         entitled to exercise it at the date of such termination; provided,
         however, that if such disability is not a "disability" as such term is
         defined in Section 22(e)(3) of the Code, in the case of an Incentive
         Stock Option such Incentive Stock Option shall automatically convert to
         a Nonstatutory Stock Option on the day three months and one day
         following such termination. To the extent that Optionee is not entitled
         to exercise the Option at the date of termination, or if Optionee does
         not exercise such Option to the extent so entitled within the time
         specified herein, the Option shall terminate, and the Shares covered by
         such Option shall revert to the Plan.

         (d)      DEATH OF OPTIONEE. In the event of the death of an Optionee,
         the Option may be exercised at any time within twelve (12) months
         following the date of death (but in no event later than the expiration
         of the term of such Option as set forth in the Notice of Grant), by the
         Optionee's estate or by a person who acquired the right to exercise the
         Option by bequest or inheritance, but only to the extent that the
         Optionee was entitled to exercise the Option at the date of death. If,
         at the time of death, the Optionee was not entitled to exercise his or
         her entire Option, the Shares covered by the unexercisable portion of
         the Option shall immediately revert to the Plan. If, after death, the
         Optionee's estate or a person who acquired the right to exercise the
         Option by bequest or inheritance does not exercise the Option within
         the time specified herein, the Option shall terminate, and the Shares
         covered by such Option shall revert to the Plan.

                                       9

<PAGE>

         (e)      RULE 16b-3. Options granted to persons subject to Section
         16(b) of the Exchange Act must comply with Rule 16b-3 and shall contain
         such additional conditions or restrictions as may be required
         thereunder to qualify for the maximum exemption from Section 16 of the
         Exchange Act with respect to Plan transactions.

         (f)      BUYOUT PROVISIONS. The Administrator may at any time offer to
         buy out for a payment in cash or Shares, an Option previously granted,
         based on such terms and conditions as the Administrator shall establish
         and communicate to the Optionee at the time that such offer is made.

10.      NON-TRANSFERABILITY OF OPTIONS. Options may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

11.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

         (a)      CHANGES IN CAPITALIZATION. Subject to any required action by
         the stockholders of the Company, the number of shares of Common Stock
         covered by each outstanding Option, and the number of shares of Common
         Stock which have been authorized for issuance under the Plan but as to
         which no Options have yet been granted or which have been returned to
         the Plan upon cancellation or expiration of an Option, as well as the
         price per share of Common Stock covered by each such outstanding
         Option, shall be proportionately adjusted for any increase or decrease
         in the number of issued shares of Common Stock resulting from a stock
         split, reverse stock split, stock dividend, combination or
         reclassification of the Common Stock, or any other increase or decrease
         in the number of issued shares of Common Stock effected without receipt
         of consideration by the Company; provided, however, that conversion of
         any convertible securities of the Company shall not be deemed to have
         been "effected without receipt of consideration." Such adjustment shall
         be made by the Administrator, whose determination in that respect shall
         be final, binding and conclusive. Except as expressly provided herein,
         no issuance by the Company of shares of stock of any class, or
         securities convertible into shares of stock of any class, shall affect,
         and no adjustment by reason thereof shall be made with respect to, the
         number or price of shares of Common Stock subject to an Option.

         (b)      DISSOLUTION OR LIQUIDATION. In the event of the proposed
         dissolution or liquidation of the Company, the Administrator shall
         notify the Optionee at least fifteen (15) days prior to such proposed
         action. To the extent it has not been previously exercised, the Option
         will terminate immediately prior to the consummation of such proposed
         action.

                                       10

<PAGE>

         (c)      MERGER OR ASSET SALE. In the event of a merger of the Company
         with or into another corporation, or the sale of substantially all of
         the assets of the Company:

                  (i)      OPTIONS. Each Option shall be assumed or an
                  equivalent option substituted by the successor corporation
                  (including as a "successor" any purchaser of substantially all
                  of the assets of the Company) or a parent or subsidiary of the
                  successor corporation. In the event that the successor
                  corporation refuses to assume or substitute for the Option,
                  the Optionee shall have the right to exercise the Option as to
                  all of the Optioned Stock, including Shares as to which it
                  would not otherwise be exercisable. If an Option is
                  exercisable in lieu of assumption or substitution in the event
                  of a merger or sale of assets, the Administrator shall notify
                  the Optionee that the Option shall be fully exercisable for a
                  period of fifteen (15) days from the date of such notice, and
                  the Option shall terminate upon the expiration of such period.
                  For the purposes of this paragraph, the Option shall be
                  considered assumed if, following the merger or sale of assets,
                  the option confers the right to purchase or receive, for each
                  Share of Optioned Stock subject to the Option immediately
                  prior to the merger or sale of assets, the consideration
                  (whether stock, cash, or other securities or property)
                  received in the merger or sale of assets by holders of Common
                  Stock for each Share held on the effective date of the
                  transaction (and if holders were offered a choice of
                  consideration, the type of consideration chosen by the holders
                  of a majority of the outstanding Shares); provided, however,
                  that if such consideration received in the merger or sale of
                  assets was not solely common stock of the successor
                  corporation or its Parent, the Administrator may, with the
                  consent of the successor corporation, provide for the
                  consideration to be received upon the exercise of the Option,
                  for each Share of Optioned Stock subject to the Option, to be
                  solely common stock of the successor corporation or its Parent
                  equal in fair market value to the per share consideration
                  received by holders of Common Stock in the merger or sale of
                  assets.

                  (ii)     SHARES SUBJECT TO REPURCHASE OPTION. Any Shares
                  subject to a repurchase option of the Company shall be
                  exchanged for the consideration (whether stock, cash, or other
                  securities or property) received in the merger or asset sale
                  by the holders of Common Stock for each Share held on the
                  effective date of the transaction, as described in the
                  preceding paragraph. If in such exchange the Optionee receives
                  shares of stock of the successor corporation or a parent or
                  subsidiary of such successor corporation, and if the successor
                  corporation has agreed to assume or substitute for Options as
                  provided in the preceding paragraph, such exchanged shares
                  shall continue to be subject to a repurchase option as
                  provided in the Optionee's restricted stock purchase
                  agreement. If, as provided in the preceding paragraph, the
                  Optionee shall have the right to exercise an Option as to all
                  of the Optioned Stock

                                       11

<PAGE>

                  covered thereby, all Shares that are subject to a
                  repurchase option of the Company shall be released from
                  such repurchase option and shall be fully vested.

12.      TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for all
purposes, be the date on which the Administrator makes the determination
granting such Option, or such other date as is determined by the Board. Notice
of the determination shall be given to each Employee or Consultant to whom an
Option is so granted within a reasonable time after the date of such grant.

13.      AMENDMENT AND TERMINATION OF THE PLAN.

         (a)      AMENDMENT AND TERMINATION. The Board may at any time amend,
         alter, suspend or discontinue the Plan, but no amendment, alteration,
         suspension or discontinuation shall be made which would impair the
         rights of any Optionee under any grant theretofore made, without his or
         her consent. In addition, to the extent necessary and desirable to
         comply with Rule 16b-3 under the Exchange Act or with Section 422 of
         the Code (or any other applicable law or regulation, including the
         requirements of the NASD or an established stock exchange), the Company
         shall obtain stockholder approval of any Plan amendment in such a
         manner and to such a degree as required.

         (b)      EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or
         termination of the Plan shall not affect Options already granted, and
         such Options shall remain in full force and effect as if this Plan had
         not been amended or terminated, unless mutually agreed otherwise
         between the Optionee and the Administrator, which agreement must be in
         writing and signed by the Optionee and the Company.

14.      CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the Shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.

         As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.

15.      RESERVATION OF SHARES. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

                                       12

<PAGE>

         The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.

16.      AGREEMENTS. Options shall be evidenced by written agreements in such
form as the Administrator shall approve from time to time.

17.      STOCKHOLDER APPROVAL. Continuance of the Plan shall be subject to
approval by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such stockholder approval shall be obtained
in the degree and manner required under applicable state and federal law and the
rules of any stock exchange upon which the Common Stock is listed.

18.      INFORMATION TO OPTIONEES AND PURCHASERS. The Company shall provide to
each Optionee, not less frequently than annually, copies of annual financial
statements. The Company shall also provide such statements to each individual
who acquires Shares pursuant to the Plan while such individual owns such Shares.
The Company shall not be required to provide such statements to key employees
whose duties in connection with the Company assure their access to equivalent
information.

                                       13


<PAGE>



                                  EXHIBIT 99.18

                          FORM OF ASSUMPTION AGREEMENT



<PAGE>

                                DOUBLECLICK INC.

                        STOCK OPTION ASSUMPTION AGREEMENT
                                NETGRAVITY, INC.
                                 1998 STOCK PLAN


OPTIONEE:  < < First_Name > >  < < Last_Name > >,

                  STOCK OPTION ASSUMPTION AGREEMENT effective as of the 26th day
of October, 1999 by DoubleClick Inc., a Delaware corporation ("DoubleClick").

                  WHEREAS, the undersigned individual ("Optionee") holds one or
more outstanding options to purchase shares of the common stock of NetGravity,
Inc., a Delaware corporation ("NetGravity"), which were granted to Optionee
under the NetGravity Plan [(the "Plan") and are each evidenced by a Stock
Option Agreement (the "Option Agreement").

                  WHEREAS, NetGravity has been acquired by DoubleClick through
the merger of NetGravity with and into DoubleClick (the "Merger") pursuant to
the Agreement and Plan of Reorganization, by and between DoubleClick and
NetGravity (the "Merger Agreement").

                  WHEREAS, the provisions of the Merger Agreement require
DoubleClick to assume all obligations of NetGravity under all outstanding
options under the Plan at the consummation of the Merger and to issue to the
holder of each outstanding option an agreement evidencing the assumption of such
option.

                  WHEREAS, pursuant to the provisions of the Merger Agreement,
the exchange ratio (the "Exchange Ratio") in effect for the Merger is 0.28
shares of DoubleClick common stock ("DoubleClick Stock") for each outstanding
share of NetGravity common stock ("NetGravity Stock").

                  WHEREAS, this Agreement became effective immediately upon the
consummation of the Merger (the "Effective Time") in order to reflect certain
adjustments to Optionee's outstanding options which have become necessary by
reason of the assumption of those options by DoubleClick in connection with the
Merger.

                  NOW, THEREFORE, it is hereby agreed as follows:

                  1.       The number of shares of NetGravity Stock subject to
the options held by Optionee immediately prior to the Effective Time (the
"NetGravity Options") and the exercise price payable per share are set forth
below. DoubleClick hereby assumes, as of the Effective Time, all the duties and
obligations of NetGravity under each of the NetGravity Options. In connection
with such assumption, the number of shares of DoubleClick Stock purchasable
under each NetGravity

<PAGE>

Option hereby assumed and the exercise price payable thereunder have been
adjusted to reflect the Exchange Ratio. Accordingly, the number of shares of
DoubleClick Stock subject to each NetGravity Option hereby assumed shall be as
specified for that option below, and the adjusted exercise price payable per
share of DoubleClick Stock under the assumed NetGravity Option shall also be as
indicated for that option below.

<TABLE>
<CAPTION>
- ------------------------------------------------------------ ---------------------------------------------------------
                 NETGRAVITY STOCK OPTIONS                                  DOUBLECLICK ASSUMED OPTIONS
- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------- ---------------------------- ---------------------------- ----------------------------
  # of Shares of NetGravity      Exercise Price per Share    # of Shares of DoubleClick     Adjusted Exercise Price
         Common Stock                                               Common Stock                   per Share
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                             <C>                          <C>                          <C>
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
       < < NG_Shares > >            $ < < NG_Price > >            < < DC_Shares > >           $ < < DC_Price > >
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

                  2.       The intent of the foregoing adjustments to each
assumed NetGravity Option is to assure that the spread between the aggregate
fair market value of the shares of DoubleClick Stock purchasable under each such
option and the aggregate exercise price as adjusted pursuant to this Agreement
will, immediately after the consummation of the Merger, be not less than the
spread which existed, immediately prior to the Merger, between the then
aggregate fair market value of the NetGravity Stock subject to the NetGravity
Option and the aggregate exercise price in effect at such time under the Option
Agreement. Such adjustments are also intended to preserve, immediately after the
Merger, on a per share basis, the same ratio of exercise price per option share
to fair market value per share which existed under the NetGravity Option
immediately prior to the Merger.

                  3.       The following provisions shall govern each NetGravity
Option hereby assumed by DoubleClick:

                                    (a)      Unless the context otherwise
                  requires, all references in each Option Agreement and, if
                  applicable, in the Plan (as incorporated into such Option
                  Agreement) (i) to the "Company" shall mean DoubleClick, (ii)
                  to "Share" shall mean share of DoubleClick Stock, (iii) to the
                  "Board" shall mean the Board of Directors of DoubleClick and
                  (iv) to the "Committee" shall mean the Compensation Committee
                  of the DoubleClick Board of Directors.

                                    (b)      The grant date and the expiration
                  date of each assumed NetGravity Option and all other
                  provisions which govern either the exercise or the termination
                  of the assumed NetGravity Option shall remain the same as set
                  forth in the Option Agreement applicable to that option, and
                  the provisions of the Option Agreement shall accordingly
                  govern and control Optionee's rights under this Agreement to
                  purchase DoubleClick Stock.

                                    (c)      Pursuant to the terms of the Option
                  Agreement, none of your options assumed by DoubleClick in
                  connection with the transaction will vest and become
                  exercisable on an accelerated basis upon the consummation of
                  the Merger. Each NetGravity Option shall be assumed by
                  DoubleClick as of the Effective Time. Each such assumed
                  NetGravity Option shall thereafter continue to vest for any
                  remaining unvested shares of DoubleClick Stock subject to that

                                       2

<PAGE>

                  option in accordance with the same installment vesting
                  schedule in effect under the applicable Option Agreement
                  immediately prior to the Effective Time; provided, however,
                  that the number of shares subject to each such installment
                  shall be adjusted to reflect the Exchange Ratio.

                                    (d)      For purposes of applying any and
                  all provisions of the Option Agreement and/or the Plan
                  relating to Optionee's status as an employee or a consultant
                  of NetGravity, Optionee shall be deemed to continue in such
                  status as an employee or a consultant for so long as Optionee
                  renders services as an employee or a consultant to DoubleClick
                  or any present or future DoubleClick subsidiary. Accordingly,
                  the provisions of the Option Agreement governing the
                  termination of the assumed NetGravity Options upon Optionee's
                  cessation of service as an employee or a consultant of
                  NetGravity shall hereafter be applied on the basis of
                  Optionee's cessation of employee or consultant status with
                  DoubleClick and its subsidiaries, and each assumed NetGravity
                  Option shall accordingly terminate, within the designated time
                  period in effect under the Option Agreement for that option,
                  generally a three (3) month period, following such cessation
                  of service as an employee or a consultant of DoubleClick and
                  its subsidiaries.

                                    (e)      The adjusted exercise price payable
                  for the DoubleClick Stock subject to each assumed NetGravity
                  Option shall be payable in any of the forms authorized under
                  the Option Agreement applicable to that option. For purposes
                  of determining the holding period of any shares of DoubleClick
                  Stock delivered in payment of such adjusted exercise price,
                  the period for which such shares were held as NetGravity Stock
                  prior to the Merger shall be taken into account.

                                    (f)      In order to exercise each assumed
                  NetGravity Option, Optionee must deliver to DoubleClick a
                  written notice of exercise in which the number of shares of
                  DoubleClick Stock to be purchased thereunder must be
                  indicated. The exercise notice must be accompanied by payment
                  of the adjusted exercise price payable for the purchased
                  shares of DoubleClick Stock and should be delivered to
                  DoubleClick at the following address:

                                    DoubleClick Inc.
                                    450 West 33rd Street

                                    New York, NY
                                    Attention:  Jenifer Gornstein


                  4.       Except to the extent specifically modified by this
Option Assumption Agreement, all of the terms and conditions of each Option
Agreement as in effect immediately prior to the Merger shall continue in full
force and effect and shall not in any way be amended, revised or otherwise
affected by this Stock Option Assumption Agreement.

                                       3

<PAGE>


                  IN WITNESS WHEREOF, DoubleClick Inc. has caused this Stock
Option Assumption Agreement to be executed on its behalf by its duly-authorized
officer as of the 26th day of October, 1999.




                                                   DOUBLECLICK INC.

                                                        By:




                                 ACKNOWLEDGMENT


                  The undersigned acknowledges receipt of the foregoing Stock
Option Assumption Agreement and understands that all rights and liabilities with
respect to each of his or her NetGravity Options hereby assumed by DoubleClick
are as set forth in the Option Agreement, the Plan, as applicable, and such
Stock Option Assumption Agreement.


                                 _______________________________________________
                                 < < First_Name > >  < < Last_Name > >, OPTIONEE



DATED: __________________, 1999


                                       4


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