DOUBLECLICK INC
S-8, 2000-01-20
ADVERTISING
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<PAGE>   1

    As filed with the Securities and Exchange Commission on January 20, 2000
                                              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)

                               450 W. 33RD STREET
                            NEW YORK, NEW YORK 10001
               (Address of principal executive offices) (Zip Code)

                                -----------------
                             DOUBLECLICK 401(k) PLAN
               NETGRAVITY, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                -----------------
                                KEVIN J. O'CONNOR
         CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD OF DIRECTORS
                                DOUBLECLICK INC.
                               450 W. 33RD STREET
                            NEW YORK, NEW YORK 10001
                     (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       per Share    Offering Price     Registration
           Registered                     (1)             (2)             (2)               Fee
   -------------------------         ------------   --------------  --------------     ------------
<S>                                 <C>             <C>             <C>                <C>
 DoubleClick Inc. 401(k) Plan
 Common Stock, $0.001 par
   value (3)                           400,000         $120.55       $48,220,000.00      $12,730.08

 NetGravity, Inc.
 1998 Employee Stock Purchase
   Plan Common Stock, $0.001
   par value(4)                         60,000         $ 14.21       $   852,600.00      $   225.09
                                                                                         ----------
 Aggregate Registration Fee                                                              $12,955.17

</TABLE>

(1) This Registration Statement shall also cover any additional shares of
    Registrant's Common Stock which become issuable under Registrant's 401(k)
    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.


<PAGE>   2

(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
    January 19, 2000 as reported by the Nasdaq National Market.

(3) 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 Inc. 401(k) Plan.

(4) 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.

<PAGE>   3

                                     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), July 22, 1999 (for event date July 12, 1999), November 10,
               1999 (for event date October 26, 1999, as amended by Form 8-K/A
               filed on January 10, 2000), December 8, 1999 (for event date
               November 23, 1999, as amended by Form 8-K/A filed on January 10,
               2000) and January 13, 2000 (for event date December 29, 1999);

        (c)    The Registrant's Quarterly Reports on Form 10-Q for the periods
               ending March 31, 1999, June 30, 1999 and September 30, 1999 filed
               with the SEC on May 14, 1999, August 13, 1999 and November 15,
               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.


                                      II-1
<PAGE>   4

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 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.


                                      II-2
<PAGE>   5

Item 7. Exemption from Registration Claimed

        Inapplicable.

Item 8. Exhibits

<TABLE>
<CAPTION>
Exhibit
Number       Exhibit
- -------      -------
<S>          <C>
   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(d) of
             this Registration Statement.

   5.0       Opinion of Brobeck, Phleger & Harrison LLP.

  23.1       Consent of PricewaterhouseCoopers LLP, New York, New York, Independent Accountants.

  23.2       Consent of PricewaterhouseCoopers LLP, Broomfield, Colorado, Independent Accountants.

  23.3       Consent of KPMG LLP, Independent Accountants.

  23.4       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       NetGravity, Inc. 1998 Employee Stock Purchase Plan.
</TABLE>

        The undersigned Registrant hereby undertakes that it will submit the
DoubleClick Inc. 401(k) Plan to the Internal Revenue Service ("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.

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
DoubleClick Inc. 401(k) Plan or the NetGravity, Inc. 1998 Employee Stock
Purchase 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


                                      II-3
<PAGE>   6

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>   7

                                   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 20th day of
January, 2000.


                                           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
Stephen R. Collins, 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.

<PAGE>   8

        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       January 20, 2000
- -----------------------------      of the Board (Principal Executive
Kevin J. O'Connor                  Officer)

                                   Chief Financial Officer                    __________, 2000
- -----------------------------
Stephen R. Collins

/s/ DAVID N. STROHM                Director                                   January 20, 2000
- -----------------------------
David N. Strohm

                                   Director                                   __________, 2000
- -----------------------------
Mark E. Nunnelley

/s/ W. GRANT GREGORY               Director                                   January 20, 2000
- -----------------------------
W. Grant Gregory

/s/ Don Peppers                    Director                                   January 20, 2000
- -----------------------------
Don Peppers

                                   Director                                   __________, 2000
- -----------------------------
Thomas S. Murphy
</TABLE>

<PAGE>   9

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 20th day of January, 2000.


                                            DoubleClick Inc. 401(k) Plan



                                            By: /s/ KEVIN J. O'CONNOR
                                               ---------------------------------
<PAGE>   10


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number       Exhibit
- -------      -------
<S>          <C>
   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(d) of
             this Registration Statement.

   5.0       Opinion of Brobeck, Phleger & Harrison LLP.

  23.1       Consent of PricewaterhouseCoopers LLP, New York, New York, Independent Accountants.

  23.2       Consent of PricewaterhouseCoopers LLP, Broomfield, Colorado, Independent Accountants.

  23.3       Consent of KPMG LLP, Independent Accountants.

  23.4       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       NetGravity, Inc. 1998 Employee Stock Purchase Plan.
</TABLE>

<PAGE>   1

                                                                       EXHIBIT 5

                   OPINION OF BROBECK, PHLEGER & HARRISON LLP

                                January 20, 2000

DoubleClick Inc.
450 W. 33rd Street
New York, New York 10001

               Re: DoubleClick Inc. Registration Statement on Form S-8
                   for 460,000 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 additional
reserve of 400,000 shares of the Company's common stock under the DoubleClick
Inc. 401(k) Plan (the "Plan") and 60,000 shares of the Company's common stock
under the NetGravity Inc. 1998 Employee Stock Purchase Plan (the "NetGravity
Plan") (collectively, the "Common Stock").

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
Plan and the NetGravity Plan. 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 the Plan and the
NetGravity Plan, respectively, 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
Plan, the NetGravity Plan or the shares of Common Stock issuable under the Plan,
or the NetGravity Plan.


                                            Very truly yours,



                                            /s/ BROBECK, PHLEGER & HARRISON LLP
                                            -----------------------------------
                                            Brobeck, Phleger & Harrison LLP


<PAGE>   1

                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 19, 1999, relating to the
consolidated financial statements and financial statement schedules of
DoubleClick Inc., which appears in DoubleClick Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1998.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
January 13, 2000

<PAGE>   1
                                  EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated March 1, 1999, relating to the
financial statements of Abacus Direct Corporation for the year ended December
31, 1998, which appears in the Form 8-K/A of DoubleClick, Inc. dated November
23, 1999.


/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Broomfield, Colorado
January 13, 2000




<PAGE>   1

                                  EXHIBIT 23.3

                       CONSENT OF INDEPENDENT ACCOUNTANTS



The Board of Directors
NetGravity, Inc.:

We consent to the incorporation by reference in the registration statements on
Form S-3 (No. 333-78959) and on Form S-8 (No. 333-48277, 333-90653, 333-91661),
of DoubleClick, Inc. of our report dated January 27, 1999, with respect to the
consolidated balance sheets of NetGravity, Inc. and subsidiaries as of December
31, 1997 and 1998, and the related consolidated statements of operations,
stockholders' equity (deficit), and cash flows for each of the years in the
three-year period ended December 31, 1998, which report appears in the Form
8-K/A of DoubleClick, Inc. dated October 26, 1999.


                                    /s/ KPMG LLP


San Francisco, California
January 13, 2000

<PAGE>   1

                                                                    EXHIBIT 99.1

               NETGRAVITY, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN

     1. PURPOSE. The purpose of the Abacus Direct Corporation 1999 Stock
Incentive Plan (the "Plan") is to provide a means through which the Company and
its Subsidiaries and Affiliates may attract able persons to enter and remain in
the employ of the Company and its Subsidiaries and Affiliates and to provide a
means whereby eligible persons can acquire and maintain Common Stock ownership,
or be paid incentive compensation measured by reference to the value of Common
Stock, thereby strengthening their commitment to the welfare of the Company and
its Subsidiaries and Affiliates and promoting an identity of interest between
stockholders and these eligible persons.

     So that the appropriate incentive can be provided, the Plan provides for
granting Incentive Stock Options, Nonqualified Stock Options, Restricted Stock
Awards and Stock Bonuses, or any combination of the foregoing. Capitalized terms
not defined in the text are defined in Section 25.

     2. SHARES SUBJECT TO THE PLAN. Subject to Section 18, the total number of
Shares reserved and available for grant and issuance pursuant to this Plan will
be 750,000 Shares plus Shares that are subject to: (a) issuance upon exercise of
an Option but cease to be subject to such Option for any reason other than
exercise of such Option; (b) an Award granted hereunder but are forfeited or are
repurchased by the Company at the original issue price; and (c) an Award that
otherwise terminates without Shares being issued. At all times the Company shall
reserve and keep available a sufficient number of Shares as shall be required to
satisfy the requirements of all outstanding Options granted under this Plan and
all other outstanding but unvested Awards granted under this Plan.

     3. ELIGIBILITY. ISOs (as defined in Section 5 below) may be granted only to
employees (including officers and directors who are also employees) of the
Company or of a Parent or Subsidiary of the Company. All other Awards may be
granted to employees, officers, directors, consultants, independent contractors
and advisors of the Company or any Parent, Affiliate or Subsidiary of the
Company; provided such consultants, contractors and advisors render bona fide
services not in connection with the offer and sale of securities in a
capital-raising transaction.

     4. ADMINISTRATION.

          4.1  Committee Authority. This Plan will be administered by the
     Committee or by the Board. Subject to the general purposes, terms and
     conditions of this Plan, and to the direction of the Board, the Committee
     will have full power to implement and carry out this Plan. Without
     limitation, the Committee will have the authority to:

             (1) select persons to receive Awards;

             (2) determine the nature, extent, form and terms of Awards and the
                 number of Shares or other consideration subject to Awards;

             (3) determine the vesting, exercisability and payment of Awards;

             (4) correct any defect, supply any omission or reconcile any
                 inconsistency in this Plan, any Award or any Award Agreement;

             (5) determine whether Awards will be granted singly, in combination
                 with, in tandem with, in replacement of, or as alternatives to,
                 other Awards under this Plan or any other incentive or
                 compensation plan of the Company or any Parent or Subsidiary of
                 the Company;

             (6) prescribe, amend and rescind rules and regulations relating to
                 this Plan or any Award;

             (7) construe and interpret this Plan, any Award Agreement and any
                 other agreement or document executed pursuant to this Plan;

                                       A-1
<PAGE>   2

             (8) grant waivers of Plan or Award conditions;

             (9) determine whether an Award has been earned; and

             (10) make all other determinations necessary or advisable for the
                  administration of this Plan.

     The Committee shall have the authority, subject to the provisions of the
Plan, to establish, adopt, or revise such rules and regulations and to make all
such determinations relating to the Plan as it may deem necessary or advisable
for the administration of the Plan. The Committee's interpretation of the Plan
or any documents evidencing Awards granted pursuant thereto and all decisions
and determinations by the Committee with respect to the Plan shall be final,
binding, and conclusive on all parties unless otherwise determined by the Board.

          4.2  Committee Discretion. Any determination made by the Committee
     with respect to any Award will be made in its sole discretion at the time
     of grant of the Award or, unless in contravention of any express term of
     this Plan or Award, at any later time, and such determination will be final
     and binding on the Company and on all persons having an interest in any
     Award under this Plan.

     5. OPTIONS. The Committee may grant Options to eligible persons and will
determine whether such Options will be intended to be Incentive Stock Options
within the meaning of the Code ("ISO") or Nonqualified Stock Options ("NQSOS"),
the number of Shares subject to the Option, the Exercise Price of the Option,
the period during which the Option may be exercised, and all other terms and
conditions of the Option, subject to the following:

          5.1  Form of Option Grant. Each Option granted under this Plan will be
     evidenced by an Award Agreement ("Stock Option Agreement"), which will
     expressly identify the Option as an ISO or an NQSO, and will be in such
     form and contain such provisions (which need not be the same for each
     Participant) as the Committee may from time to time approve, and which will
     comply with and be subject to the terms and conditions of this Plan.

          5.2  Exercise Period. Options may be exercisable within the times or
     upon the events determined by the Committee as set forth in the Stock
     Option Agreement governing such Option; provided, however, that no Option
     will be exercisable after the expiration of ten (10) years from the date
     the Option is granted; and provided further that no ISO granted to a person
     who directly or by attribution owns more than ten percent (10%) of the
     total combined voting power of all classes of stock of the Company or of
     any Parent or Subsidiary of the Company ("Ten Percent Stockholder") will be
     exercisable after the expiration of five (5) years from the date the ISO is
     granted. The Committee also may provide for Options to become exercisable
     at one time or from time to time, periodically or otherwise, in such number
     of Shares or percentage of Shares as the Committee determines.

          5.3  Exercise Price.The Exercise Price of an Option will be determined
     by the Committee when the Option is granted and may be not less than 85% of
     the Fair Market Value of the Shares on the date of grant; provided that:
     (i) the Exercise Price of an ISO will be not less than 100% of the Fair
     Market Value of the Shares on the date of grant; and (ii) the Exercise
     Price of any ISO granted to a Ten Percent Stockholder will not be less than
     110% of the Fair Market Value of the Shares on the date of grant. Payment
     for the Shares purchased may be made in accordance with Section 8 of this
     Plan.

          5.4  Date of Grant. The date of grant of an Option will be the date on
     which the Committee makes the determination to grant such Option, unless
     otherwise specified by the Committee. The Stock Option Agreement and a copy
     of this Plan will be delivered to the Participant within a reasonable time
     after the granting of the Option.

          5.5  Method of Exercise. Options may be exercised only by delivery to
     the Company of a written stock option exercise agreement (the "Exercise
     Agreement") in a form approved by the Committee (which need not be the same
     for each Participant), stating the number of Shares being purchased, the
     restrictions imposed on the Shares purchased under such Exercise Agreement,
     if any, and such representations and agreements regarding Participant's
     investment intent and access to information and

                                       A-2
<PAGE>   3

     other matters, if any, as may be required or desirable by the Company to
     comply with applicable securities laws, together with payment in full of
     the Exercise Price for the number of Shares being purchased.

          5.6  Termination. Notwithstanding the exercise periods set forth in
     the Stock Option Agreement, exercise of an Option will always be subject to
     the following:

             (a) If the Participant is Terminated for any reason except death or
                 Disability, then the Participant may exercise such
                 Participant's Options only to the extent that such Options
                 would have been exercisable upon the Termination Date no later
                 than three (3) months after the Termination Date (or such
                 shorter or longer time period not exceeding five (5) years as
                 may be determined by the Committee, with any exercise beyond
                 three (3) months after the Termination Date deemed to be an
                 NQSO), but in any event, no later than the expiration date of
                 the Options.

             (b) If the Participant is Terminated because of Participant's death
                 or Disability (or the Participant dies within three (3) months
                 after a Termination other than for Cause or because of
                 Participant's Disability), then Participant's Options may be
                 exercised only to the extent that such Options would have been
                 exercisable by Participant on the Termination Date and must be
                 exercised by Participant (or Participant's legal representative
                 or authorized assignee) no later than twelve (12) months after
                 the Termination Date (or such shorter or longer time period not
                 exceeding five (5) years as may be determined by the Committee,
                 with any such exercise beyond (a) three (3) months after the
                 Termination Date when the Termination is for any reason other
                 than the Participant's death or Disability, or (b) twelve (12)
                 months after the Termination Date when the Termination is for
                 Participant's death or Disability, deemed to be an NQSO), but
                 in any event no later than the expiration date of the Options.

             (c) Notwithstanding the provisions in paragraph 5.6(a) above, if a
                 Participant is terminated for Cause, neither the Participant,
                 the Participant's estate nor such other person who may then
                 hold the Option shall be entitled to exercise any Option with
                 respect to any Shares whatsoever, after termination of service,
                 whether or not after termination of service the Participant may
                 receive payment from the Company or Subsidiary for vacation
                 pay, for services rendered prior to termination, for services
                 rendered for the day on which termination occurs, for salary in
                 lieu of notice, or for any other benefits. In making such
                 determination, the Board shall give the Participant an
                 opportunity to present to the Board evidence on his behalf. For
                 the purpose of this paragraph, termination of service shall be
                 deemed to occur on the date when the Company dispatches notice
                 or advice to the Participant that his service is terminated.

          5.7  Limitations on ISO. The aggregate Fair Market Value (determined
     as of the date of grant) of Shares with respect to which ISO are
     exercisable for the first time by a Participant during any calendar year
     (under this Plan or under any other incentive stock option plan of the
     Company, Parent or Subsidiary of the Company) will not exceed $100,000. If
     the Fair Market Value of Shares on the date of grant with respect to which
     ISO are exercisable for the first time by a Participant during any calendar
     year exceeds $100,000, then the Options for the first $100,000 worth of
     Shares to become exercisable in such calendar year will be ISO and the
     Options for the amount in excess of $100,000 that become exercisable in
     that calendar year will be NQSOs. In the event that the Code or the
     regulations promulgated thereunder are amended after the Effective Date of
     this Plan to provide for a different limit on the Fair Market Value of
     Shares permitted to be subject to ISO, such different limit will be
     automatically incorporated herein and will apply to any Options granted
     after the effective date of such amendment.

          5.8  Modification, Extension or Renewal. The Committee may modify,
     extend or renew outstanding Options and authorize the grant of new Options
     in substitution therefor, provided that any such action may not, without
     the written consent of a Participant, impair any of such Participant's
     rights under any
                                       A-3
<PAGE>   4

     Option previously granted. Any outstanding ISO that is modified, extended,
     renewed or otherwise altered will be treated in accordance with Section
     424(h) of the Code. The Committee may reduce the Exercise Price of
     outstanding Options without the consent of Participants affected by a
     written notice to them; provided, however, that the Exercise Price may not
     be reduced below the minimum Exercise Price that would be permitted under
     Section 5.3 of this Plan for Options granted on the date the action is
     taken to reduce the Exercise Price.

          5.9  Limitations on Exercise. The Committee may specify a reasonable
     minimum number of Shares that may be purchased on any exercise of an
     Option, provided that such minimum number will not prevent Participant from
     exercising the Option for the full number of Shares for which it is then
     exercisable.

          5.10  No Disqualification. Notwithstanding any other provision in this
     Plan, no term of this Plan relating to ISO will be interpreted, amended or
     altered, nor will any discretion or authority granted under this Plan be
     exercised, so as to disqualify this Plan under Section 422 of the Code or,
     without the consent of the Participant affected, to disqualify any ISO
     under Section 422 of the Code.

     6. RESTRICTED STOCK. A Restricted Stock Award is an offer by the Company to
sell to an eligible person Shares that are subject to restrictions. The
Committee will determine to whom an offer will be made, the number of Shares the
person may purchase, the price to be paid (the "Purchase Price"), the
restrictions to which the Shares will be subject, and all other terms and
conditions of the Restricted Stock Award, subject to the following:

          6.1  Form of Restricted Stock Award. All purchases under a Restricted
     Stock Award made pursuant to this Plan will be evidenced by an Award
     Agreement ("Restricted Stock Purchase Agreement") that will be in such form
     (which need not be the same for each Participant) as the Committee will
     from time to time approve, and will comply with and be subject to the terms
     and conditions of this Plan. The offer of Restricted Stock will be accepted
     by the Participant's execution and delivery of the Restricted Stock
     Purchase Agreement and full payment for the Shares to the Company within
     thirty (30) days from the date the Restricted Stock Purchase Agreement is
     delivered to the person. If such person does not execute and deliver the
     Restricted Stock Purchase Agreement along with full payment for the Shares
     to the Company within thirty (30) days, then the offer will terminate,
     unless otherwise Determined by the Committee.

          6.2  Purchase Price. The Purchase Price of Shares sold pursuant to a
     Restricted Stock Award will be determined by the Committee on the date the
     Restricted Stock Award is granted, except in the case of a sale to a Ten
     Percent Stockholder, in which case the Purchase Price will be 100% of the
     Fair Market Value. Payment of the Purchase Price may be made in accordance
     with Section 8 of this Plan.

          6.3  Terms of Restricted Stock Awards. Restricted Stock Awards shall
     be subject to such restrictions as the Committee may impose. These
     restrictions may be based upon completion of a specified number of years of
     service with the Company or upon completion of the performance goals as set
     out in advance in the Participant's individual Restricted Stock Purchase
     Agreement. Restricted Stock Awards may vary from Participant to Participant
     and between groups of Participants. Prior to the grant of a Restricted
     Stock Award, the Committee shall: (a) determine the nature, length and
     starting date of any Performance Period for the Restricted Stock Award; (b)
     select from among the Performance Factors to be used to measure performance
     goals, if any; and (c) determine the number of Shares that may be awarded
     to the Participant. Prior to the payment of any Restricted Stock Award, the
     Committee shall determine the extent to which such Restricted Stock Award
     has been earned. Performance Periods may overlap and Participants may
     participate simultaneously with respect to Restricted Stock Awards that are
     subject to different Performance Periods and having different performance
     goals and other criteria.

                                       A-4
<PAGE>   5

          6.4  Stock Restrictions. Each certificate representing Restricted
     Stock awarded under the Plan shall bear the following legend until the
     lapse of all restrictions with respect to such Stock:

             "Transfer of this certificate and the shares represented hereby is
        restricted pursuant to the terms of a Restricted Stock Agreement, dated
        as of                , between Abacus Direct Corporation and
                       . A copy of such Agreement is on file at the Principal
        executive offices of the Company."

          Stop transfer orders shall be entered with the Company's transfer
     agent and registrar against the transfer of legended securities.

          6.5  Termination During Performance Period. If a Participant is
     Terminated during a Performance Period for any reason, then such
     Participant will be entitled to payment (whether in Shares, cash or
     otherwise) with respect to the Restricted Stock Award only to the extent
     earned as of the date of Termination in accordance with the Restricted
     Stock Purchase Agreement, unless the Committee will determine otherwise.

     7. STOCK BONUSES.

          7.1  Awards of Stock Bonuses. A Stock Bonus is an award of Shares
     (which may consist of Restricted Stock) for services rendered to the
     Company or any Parent or Subsidiary of the Company. A Stock Bonus may be
     awarded for past services already rendered to the Company, or any Parent or
     Subsidiary of the Company pursuant to an Award Agreement (the "Stock Bonus
     Agreement") that will be in such form (which need not be the same for each
     Participant) as the Committee will from time to time approve, and will
     comply with and be subject to the terms and conditions of this Plan. A
     Stock Bonus may be awarded upon satisfaction of such performance goals as
     are set out in advance in the Participant's individual Award Agreement (the
     "Performance Stock Bonus Agreement") that will be in such form (which need
     not be the same for each Participant) as the Committee will from time to
     time approve, and will comply with and be subject to the terms and
     conditions of this Plan. Stock Bonuses may vary from Participant to
     Participant and between groups of Participants, and may be based upon the
     achievement of the Company, Parent or Subsidiary and/or individual
     performance factors or upon such other criteria as the Committee may
     determine.

          7.2  Terms of Stock Bonuses. The Committee will determine the number
     of Shares to be awarded to the Participant. If the Stock Bonus is being
     earned upon the satisfaction of performance goals pursuant to a Performance
     Stock Bonus Agreement, then the Committee will: (a) determine the nature,
     length and starting date of any Performance Period for each Stock Bonus;
     (b) select from among the Performance Factors to be used to measure the
     performance, if any; and (c) determine the number of Shares that may be
     awarded to the Participant. Prior to the payment of any Stock Bonus, the
     Committee shall determine the extent to which such Stock Bonuses have been
     earned. Performance Periods may overlap and Participants may participate
     simultaneously with respect to Stock Bonuses that are subject to different
     Performance Periods and different performance goals and other criteria. The
     number of Shares may be fixed or may vary in accordance with such
     performance goals and criteria as may be determined by the Committee. The
     Committee may adjust the performance goals applicable to the Stock Bonuses
     to take into account changes in law and accounting or tax rules and to make
     such adjustments as the Committee deems necessary or appropriate to reflect
     the impact of extraordinary or unusual items, events or circumstances to
     avoid windfalls or hardships.

          7.3  Form of Payment. The earned portion of a Stock Bonus may be paid
     currently or on a deferred basis with such interest or dividend equivalent,
     if any, as the Committee may determine. Payment may be made in the form of
     cash or whole Shares or a combination thereof, either in a lump sum payment
     or in installments, all as the Committee will determine.

                                       A-5
<PAGE>   6

     8. PAYMENT FOR SHARE PURCHASES.

          8.1  Payment. Payment for Shares purchased pursuant to this Plan may
     be made in cash (by check) or, where expressly approved for the Participant
     by the Committee and where permitted by law:

             (a) by cancellation of indebtedness of the Company to the
                 Participant;

             (b) by surrender of shares that either: (1) have been owned by
                 Participant for more than six (6) months and have been paid for
                 within the meaning of SEC Rule 144 (and, if such shares were
                 purchased from the Company by use of a promissory note, such
                 note has been fully paid with respect to such shares); or (2)
                 were obtained by Participant in the public market;

             (c) by tender of a full recourse promissory note having such terms
                 as may be approved by the Committee and bearing interest at a
                 rate sufficient to avoid imputation of income under Sections
                 483 and 1274 of the Code; provided, however, that Participants
                 who are not employees or directors of the Company will not be
                 entitled to purchase Shares with a promissory note unless the
                 note is adequately secured by collateral other than the Shares;

             (d) by waiver of compensation due or accrued to the Participant for
                 services rendered;

             (e) with respect only to purchases upon exercise of an Option, and
                 provided that a public market for the Company's stock exists:

                i. through a "same day sale" commitment from the Participant and
                   a broker-dealer that is a member of the National Association
                   of Securities Dealers (an "NASD Dealer") whereby the
                   Participant irrevocably elects to exercise the Option and to
                   sell a portion of the Shares so purchased to pay for the
                   Exercise Price, and whereby the NASD Dealer irrevocably
                   commits upon receipt of such Shares to forward the Exercise
                   Price directly to the Company; or

                ii. through a "margin" commitment from the Participant and a
                    NASD Dealer whereby the Participant irrevocably elects to
                    exercise the Option and to pledge the Shares so purchased to
                    the NASD Dealer in a margin account as security for a loan
                    from the NASD Dealer in the amount of the Exercise Price,
                    and whereby the NASD Dealer irrevocably commits upon receipt
                    of such Shares to forward the Exercise Price directly to the
                    Company; or

             (f) by any combination of the foregoing.

          8.2  Loan Guarantees. The Committee may help the Participant pay for
     Shares purchased under this Plan by authorizing a guarantee by the Company
     of a third-party loan to the Participant.

     9. WITHHOLDING TAXES.

          9.1  Withholding Generally. Whenever Shares are to be issued in
     satisfaction of Awards granted under this Plan, the Company may require the
     Participant to remit to the Company an amount sufficient to satisfy
     federal, state and local withholding tax requirements prior to the delivery
     of any certificate or certificates for such Shares. Whenever, under this
     Plan, payments in satisfaction of Awards are to be made in cash, such
     payment will be net of an amount sufficient to satisfy federal, state, and
     local withholding tax requirements.

          9.2  Stock Withholding. When, under applicable tax laws, a Participant
     incurs tax liability in connection with the exercise or vesting of any
     Award that is subject to tax withholding and the Participant is obligated
     to pay the Company the amount required to be withheld, the Committee may in
     its sole discretion allow the Participant to satisfy the minimum
     withholding tax obligation by electing to have the Company withhold from
     the Shares to be issued that number of Shares having a Fair Market Value
     equal to the minimum amount required to be withheld, determined on the date
     that the amount of tax to be withheld is to be determined. All elections by
     a Participant to have Shares withheld for this
                                       A-6
<PAGE>   7

     purpose will be made in accordance with the requirements established by the
     Committee and be in writing in a form acceptable to the Committee.

     10. PRIVILEGES OF STOCK OWNERSHIP. No Participant will have any of the
rights of a stockholder with respect to any Shares until the Shares are issued
to the Participant. After Shares are issued to the Participant, the Participant
will be a stockholder and have all the rights of a stockholder with respect to
such Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, that if such
Shares are Restricted Stock, then any new, additional or different securities
the Participant may become entitled to receive with respect to such Shares by
virtue of a stock dividend, stock split or any other change in the corporate or
capital structure of the Company will be subject to the same restrictions as the
Restricted Stock; provided, further, that the Participant will have no right to
retain such stock dividends or stock distributions with respect to Shares that
are repurchased at the Participant's Purchase Price or Exercise Price pursuant
to Section 12.

     11. TRANSFERABILITY. Awards granted under this Plan, and any interest
therein, will not be transferable or assignable by Participant, and may not be
made subject to execution, attachment or similar process, otherwise than by will
or by the laws of descent and distribution or as determined by the Committee and
set forth in the Award Agreement with respect to Awards that are not ISOs.
During the lifetime of the Participant an Award will be exercisable only by the
Participant, and any elections with respect to an Award may be made only by the
Participant unless otherwise determined by the Committee and set forth in the
Award Agreement with respect to Awards that are not ISOs.

     12. RESTRICTIONS ON SHARES. At the discretion of the Committee, the Company
may reserve to itself and/or its assignee(s) in the Award Agreement a right to
repurchase a portion of or all Unvested Shares held by a Participant following
such Participant's Termination at any time within ninety (90) days after the
later of Participant's Termination Date and the date Participant purchases
Shares under this Plan, for cash and/or cancellation of purchase money
indebtedness, at the Participant's Exercise Price or Purchase Price, as the case
may be.

     13. CERTIFICATES. All certificates for Shares or other securities delivered
under this Plan will be subject to such stock transfer orders, legends and other
restrictions as the Committee may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities law, or
any rules, regulations and other requirements of the SEC or any stock exchange
or automated quotation system upon which the Shares may be listed or quoted.

     14. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a
Participant's Shares, the Committee may require the Participant to deposit all
certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend or legends referencing such restrictions to be placed on the
certificates. Any Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under this Plan will be
required to pledge and deposit with the Company all or part of the Shares so
purchased as collateral to secure the payment of Participant's obligation to the
Company under the promissory note; provided, however, that the Committee may
require or accept other or additional forms of collateral to secure the payment
of such obligation and, in any event, the Company will have full recourse
against the Participant under the promissory note notwithstanding any pledge of
the Participant's Shares or other collateral. In connection with any pledge of
the Shares, Participant will be required to execute and deliver a written pledge
agreement in such form as the Committee will from time to time approve. The
Shares purchased with the promissory note may be released from the pledge on a
pro rata basis as the promissory note is paid.

     15. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or from
time to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and cancellation
of any or all outstanding Awards. The Committee may at any time buy from a
Participant an Award previously granted with payment in cash, Shares (including
Restricted Stock) or other consideration, based on such terms and conditions as
the Committee and the Participant may agree.
                                       A-7
<PAGE>   8

     16. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be
effective unless such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant
of the Award and also on the date of exercise or other issuance. Notwithstanding
any other provision in this Plan, the Company will have no obligation to issue
or deliver certificates for Shares under this Plan prior to: (a) obtaining any
approvals from governmental agencies that the Company determines are necessary
or advisable; and/or (b) completion of any registration or other qualification
of such Shares under any state or federal law or ruling of any governmental body
that the Company determines to be necessary or advisable. The Company will be
under no obligation to register the Shares with the SEC or to effect compliance
with the registration, qualification or listing requirements of any state
securities laws, stock exchange or automated quotation system, and the Company
will have no liability for any inability or failure to do so.

     17. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted
under this Plan will confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent or Subsidiary of the Company or limit in any way the right
of the Company or any Parent or Subsidiary of the Company to terminate
Participant's employment or other relationship at any time, with or without
cause.

     18. CORPORATE TRANSACTIONS.

          18.1  Assumption or Replacement of Awards by Successor. In the event
     of (a) a dissolution or liquidation of the Company, (b) a merger or
     consolidation in which the Company is not the surviving corporation (other
     than a merger or consolidation with a wholly-owned subsidiary, a
     reincorporation of the Company in a different jurisdiction, or other
     transaction in which there is no substantial change in the stockholders of
     the Company or their relative stock holdings and the Awards granted under
     this Plan are assumed, converted or replaced by the successor corporation,
     which assumption will be binding on all Participants), (c) a merger in
     which the Company is the surviving corporation but after which the
     stockholders of the Company immediately prior to such merger (other than
     any stockholder that merges, or which owns or controls another corporation
     that merges, with the Company in such merger) cease to own their shares or
     other equity interest in the Company, (d) the sale of substantially all of
     the assets of the Company, or (e) the acquisition, sale, or transfer of
     more than 50% of the outstanding shares of the Company by tender offer or
     similar transaction, any or all outstanding Awards may be assumed,
     converted or replaced by the successor corporation (if any), which
     assumption, conversion or replacement will be binding on all Participants.
     In the alternative, the successor corporation may substitute equivalent
     Awards or provide substantially similar consideration to Participants as
     was provided to stockholders (after taking into account the existing
     provisions of the Awards). The successor corporation may also issue, in
     place of outstanding Shares of the Company held by the Participant,
     substantially similar shares or other property subject to repurchase
     restrictions no less favorable to the Participant. In the event such
     successor corporation (if any) refuses to assume or substitute Awards, as
     provided above, pursuant to a transaction described in this Subsection
     18.1, such Awards will expire on such transaction at such time and on such
     conditions as the Committee will determine. Notwithstanding anything in
     this Plan to the contrary, the Committee may, in its sole discretion,
     provide that the vesting of any or all Awards granted pursuant to this Plan
     will accelerate upon a transaction described in this Section 18 or
     otherwise. If the Committee exercises such discretion with respect to
     Options, such Options will become exercisable in full prior to the
     consummation of such event at such time and on such conditions as the
     Committee determines, and if such Options are not exercised prior to the
     consummation of the corporate transaction, they shall terminate at such
     time as determined by the Committee.

          18.2  Other Treatment of Awards. Subject to any greater rights granted
     to Participants under the foregoing provisions of this Section 18, in the
     event of the occurrence of any transaction described in Section 18.1, any
     outstanding Awards will be treated as provided in the applicable agreement
     or plan of merger, consolidation, dissolution, liquidation, or sale of
     assets.

                                       A-8
<PAGE>   9

          18.3  Assumption of Awards by the Company. The Company, from time to
     time, also may substitute or assume outstanding awards granted by another
     company, whether in connection with an acquisition of such other company or
     otherwise, by either; (a) granting an Award under this Plan in substitution
     of such other company's award; or (b) assuming such award as if it had been
     granted under this Plan if the terms of such assumed award could be applied
     to an Award granted under this Plan. Such substitution or assumption will
     be permissible if the holder of the substituted or assumed award would have
     been eligible to be granted an Award under this Plan if the other company
     had applied the rules of this Plan to such grant. In the event the Company
     assumes an award granted by another company, the terms and conditions of
     such award will remain unchanged (except that the exercise price and the
     number and nature of Shares issuable upon exercise of any such option will
     be adjusted appropriately pursuant to Section 424(a) of the Code). In the
     event the Company elects to grant a new Option rather than assuming an
     existing option, such new Option may be granted with a similarly adjusted
     Exercise Price.

          18.4  Adjustment of Shares. In the event that the number of
     outstanding shares is changed by a stock dividend, recapitalization, stock
     split, reverse stock split, subdivision, combination, reclassification or
     similar change in the capital structure of the Company without
     consideration, then (a) the number of Shares reserved for issuance under
     this Plan, (b) the Exercise Prices of and number of Shares subject to
     outstanding Options, and (c) the number of Shares subject to other
     outstanding Awards will be proportionately adjusted, subject to any
     required action by the Board or the stockholders of the Company and
     compliance with applicable securities laws; provided, however, that
     fractions of a Share will not be issued but will either be replaced by a
     cash payment equal to the Fair Market Value of such fraction of a Share or
     will be rounded up to the nearest whole Share, as determined by the
     Committee.

     19. AUTOMATIC GRANTS OF STOCK OPTIONS TO DIRECTORS. An Outside Director
shall be automatically granted a NQSO to purchase 4,000 shares of Common Stock
(the "Initial Option") upon the date the Outside Director begins service as a
non-employee director on the Board (even if previously an employee director).
Thereafter, for the remainder of the term of the Plan and provided he remains a
Outside Director of the Company, on the date of each of the Company's Annual
Meeting of Stockholders, each Outside Director shall be automatically granted
without further action by the Board or the Committee a NQSO to purchase 8,000
shares of Stock. All such Options granted to Outside Directors shall hereinafter
be referred to as Director Stock Options.

          19.1  Option Price; Term. All Director Stock Options shall have an
     Exercise Price per share equal to the Fair Market Value of a share of
     Common Stock on the Date of Grant. The Initial Option and 4,000 shares of
     each Annual Option shall vest and become exercisable over a period of four
     years at the rate of 25% of each grant annually on each of the four
     consecutive anniversaries of the date of grant directly following the date
     of grant provided the Outside Director's services as a director continue
     through each such anniversary. The remaining 4,000 shares of each such
     Annual Option shall vest and become exercisable six months following the
     date of grant provided the Outside Director's services as a director
     continue through such time. The term of each Director Stock Option
     ("Term"), after which each such Option shall expire, shall be ten years
     from the date of Grant.

          19.2  Expiration. If prior to the expiration of the Term of a Director
     Stock Option the Outside Director shall cease to be a member of the Board
     for any reason other than his death, the Director Stock Option shall expire
     on the earlier of the expiration of the Term or the date that is three
     months after the date of such cessation. If prior to the expiration of the
     Term of a Director Stock Option, an Outside Director shall cease to be a
     member of the Board by reason of his death, the Director Stock Option shall
     expire on the earlier of the expiration of the Term or the date that is one
     year after the date of such cessation. In the event a Outside Director
     ceases to be a member of the Board for any reason, any unexpired Director
     Stock Options shall thereafter be exercisable until their expiration only
     to the extent that such Director Stock Options were exercisable at the time
     of such cessation.

          19.3  Director Stock Option Agreement. Each Director Stock Option
     shall be evidenced by an Award Agreement, which shall contain such
     provisions as may be determined by the Committee;
                                       A-9
<PAGE>   10

     provided, however, that such provisions shall not be inconsistent with the
     provisions of Rule 16b-3 pursuant to the Exchange Act.

          19.4  Nontransferability; Exclusive Grant. Subject to the terms
     hereof, Outside Director Options shall not be transferable except by will
     or the laws of descent and distribution and shall be exercisable during the
     Non-Employee Director's lifetime only by him. Outside Directors are
     eligible to receive Awards under this Plan in addition to (and not in lieu
     of) any Awards pursuant to this Section 19.

     20. ADOPTION AND STOCKHOLDER APPROVAL. This Plan will become effective on
the date that this Plan is approved by the stockholders of the Company Plan),
consistent with applicable laws (the "Effective Date").

     21. TERM OF PLAN. Unless earlier terminated as provided herein, this Plan
will terminate ten (10) years from the date this Plan is adopted by the Board
or, if earlier, the date of stockholder approval.

     22. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate
or amend this Plan in any respect, including without limitation amendment of any
form of Award Agreement or instrument to be executed pursuant to this Plan;
provided, however, that the Board will not, without the approval of the
stockholders of the Company, amend this Plan in any manner that requires such
stockholder approval.

     23. EFFECT OF SECTION 162(M) OF THE CODE. The Plan, and all Awards issued
thereunder, are intended to be exempt from the application of Section 162(m) of
the Code, which restricts under certain circumstances the Federal income tax
deduction for compensation paid by a public company to named executives in
excess of $1 million per year. The exemption is based on Treasury Regulation
Section 1.162-27(f) as in effect on the effective date of the Plan, with the
understanding that such regulation generally exempts from the application of
Section 162(m) of the Code compensation paid pursuant to a plan that existed
before a company becomes publicly held. The Committee may, without stockholder
approval (unless otherwise required to comply with Rule 16b-3 under the Exchange
Act), amend the Plan retroactively and/or prospectively to the extent it
determines necessary in order to comply with any subsequent clarification of
Section 162(m) of the Code required to preserve the Company's Federal income tax
deduction for compensation paid pursuant to the Plan. To the extent that the
Committee determines as of the Date of Grant of an Award that (i) the Award is
intended to comply with Section 162(m) of the Code and (ii) the exemption
described above is no longer available with respect to such Award, such Award
shall not be effective until any stockholder approval required under Section
162(m) of the Code has been obtained.

     24. GENERAL.

          24.1  Additional Provisions of an Award. Awards under the Plan also
     may be subject to such other provisions (whether or not applicable to the
     benefit awarded to any other Participant) as the Committee determines
     appropriate including, without limitation, provisions to assist the
     Participant in financing the purchase of Stock upon the exercise of
     Options, provisions for the forfeiture of or restrictions on resale or
     other disposition of shares of Stock acquired under any Award, provisions
     giving the Company the right to repurchase shares of Stock acquired under
     any Award in the event the Participant elects to dispose of such shares,
     and provisions to comply with Federal and state securities laws and Federal
     and state tax withholding requirements. Any such provisions shall be
     reflected in the applicable Award agreement.

          24.2. Claim to Awards and Employment Rights. No employee or other
     person shall have any claim or right to be granted an Award under the Plan
     or, having been selected for the grant of an Award, to be selected for a
     grant of any other Award. Neither the Plan nor any action taken hereunder
     shall be construed as giving any Participant any right to be retained in
     the employ or service of the Company, a Subsidiary or an Affiliate.

          24.3. Designation and Change of Beneficiary. Each Participant shall
     file with the Committee a written designation of one or more persons as the
     beneficiary who shall be entitled to receive the amounts payable with
     respect to an Award of Restricted Stock, if any, due under the Plan upon
     his death. A Participant may, from time to time, revoke or change his
     beneficiary designation without the consent of any prior beneficiary by
     filing a new designation with the Committee. The last such designation
     received by the Committee shall be controlling; provided, however, that no
     designation, or change or revocation
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<PAGE>   11

     thereof, shall be effective unless received by the Committee prior to the
     Participant's death, and in no event shall it be effective as of a date
     prior to such receipt. If no beneficiary designation is filed by the
     Participant, the beneficiary shall be deemed to be his or her spouse or, if
     the Participant is unmarried at the time of death, his or her estate.

          24.4. Payments to Persons Other Than Participants. If the Committee
     shall find that any person to whom any amount is payable under the Plan is
     unable to care for his affairs because of illness or accident, or is a
     minor, or has died, then any payment due to such person or his estate
     (unless a prior claim therefor has been made by a duly appointed legal
     representative) may, if the Committee so directs the Company, be paid to
     his spouse, child, relative, an institution maintaining or having custody
     of such person, or any other person deemed by the Committee to be a proper
     recipient on behalf of such person otherwise entitled to payment. Any such
     payment shall be a complete discharge of the liability of the Committee and
     the Company therefor.

          24.5. No Liability of Committee Members. No member of the Committee
     shall be personally liable by reason of any contract or other instrument
     executed by such member or on his behalf in his capacity as a member of the
     Committee nor for any mistake of judgment made in good faith, and the
     Company shall indemnify and hold harmless each member of the Committee and
     each other employee, officer or director of the Company to whom any duty or
     power relating to the administration or interpretation of the Plan may be
     allocated or delegated, against any cost or expense (including counsel
     fees) or liability (including any sum paid in settlement of a claim)
     arising out of any act or omission to act in connection with the Plan
     unless arising out of such person's own fraud or willful bad faith;
     provided, however, that approval of the Board shall be required for the
     payment of any amount in settlement of a claim against any such person. The
     foregoing right of indemnification shall not be exclusive of any other
     rights of indemnification to which such persons may be entitled under the
     Company's Articles of Incorporation or By-Laws, as a matter of law, or
     otherwise, or any power that the Company may have to indemnify them or hold
     them harmless.

          24.6. Governing law. The Plan and all agreements hereunder shall be
     governed by and construed in accordance with the internal laws of the State
     of Delaware without regard to the principles of conflicts of law thereof.

          24.7. Funding. No provision of the Plan shall require the Company, for
     the purpose of satisfying any obligations under the Plan, to purchase
     assets or place any assets in a trust or other entity to which
     contributions are made or otherwise to segregate any assets, nor shall the
     Company maintain separate bank accounts, books, records or other evidence
     of the existence of a segregated or separately maintained or administered
     fund for such purposes. Participants shall have no rights under the Plan
     other than as unsecured general creditors of the Company, except that
     insofar as they may have become entitled to payment of additional
     compensation by performance of services, they shall have the same rights as
     other employees under general law.

          24.8. Reliance on Reports. Each member of the Committee and each
     member of the Board shall be fully justified in relying, acting or failing
     to act, and shall not be liable for having so relied, acted or failed to
     act in good faith, upon any report made by the independent public
     accountant of the Company and its Subsidiaries and Affiliates and upon any
     other information furnished in connection with the Plan by any person or
     persons other than himself.

          24.9. Relationship to Other Benefits. No payment under the Plan shall
     be taken into account in determining any benefits under any pension,
     retirement, profit sharing, group insurance or other benefit plan of the
     Company or any Subsidiary except as otherwise specifically provided in such
     other plan.

          24.10. Expenses. The expenses of administering the Plan shall be borne
     by the Company and its Subsidiaries and Affiliates.

          24.11. Pronouns. Masculine pronouns and other words of masculine
     gender shall refer to both men and women.

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<PAGE>   12

          24.12. Titles and Headings. The titles and headings of the sections in
     the Plan are for convenience of reference only, and in the event of any
     conflict, the text of the Plan, rather than such titles or headings shall
     control.

          24.13. Termination of Employment. For all purposes herein, a person
     who transfers from employment or service with the Company to employment or
     service with a Subsidiary or Affiliate or vice versa shall not be deemed to
     have terminated employment or service with the Company, a Subsidiary or
     Affiliate.

          24.14. Nonexclusivity of The Plan. Neither the adoption of this Plan
     by the Board, the submission of this Plan to the stockholders of the
     Company for approval, nor any provision of this Plan will be construed as
     creating any limitations on the power of the Board to adopt such incentive
     arrangements as it may deem desirable, including, without limitation, the
     granting of stock options and bonuses otherwise than under this Plan, and
     such arrangements may be either generally applicable or applicable only in
     specific cases.

     25. DEFINITIONS. As used in this Plan, the following terms will have the
following meanings:

          "Affiliate" means any affiliate of the Company within the meaning of
     17 CFR ss. 230.405.

          "Award" means any award under this Plan, including any Option,
     Restricted Stock or Stock Bonus.

          "Award Agreement" means, with respect to each Award, the signed
     written agreement between the Company and the Participant setting forth the
     terms and conditions of the Award.

          "Board" means the Board of Directors of the Company.

          "Cause" means the Company, a Subsidiary or Affiliate having cause to
     terminate a Participant's employment or service under any existing
     employment, consulting or any other agreement between the Participant and
     the Company or a Subsidiary or Affiliate or, in the absence of such an
     employment, consulting or other agreement, upon (i) the determination by
     the Committee that the Participant has ceased to perform his duties to the
     Company, a Subsidiary or Affiliate (other than as a result of his
     incapacity due to physical or mental illness or injury), which failure
     amounts to an intentional and extended neglect of his duties to such party,
     (ii) the Committee's determination that the Participant has engaged or is
     about to engage in conduct materially injurious to the Company, a
     Subsidiary or Affiliate or (iii) the Participant having been convicted of a
     felony.

          "Code" means the Internal Revenue Code of 1986, as amended. Reference
     in the Plan to any section of the Code shall be deemed to include any
     amendments or successor provisions to such section and any regulations
     under such section.

          "Committee" means the Stock Option Committee or such other committee
     appointed by the Board which has two or more Outside Directors or the
     Board.

          "Company" means Abacus Direct Corporation or any successor
     corporation.

          "Disability" means a disability, whether temporary or permanent,
     partial or total, as determined by the Committee.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Exercise Price" means the price at which a holder of an Option may
     purchase the Shares issuable upon exercise of the Option.

          "Fair Market Value" means, as of any date, the value of a share of the
     Company's Common Stock determined as follows:

             (a) if such Common Stock is then quoted on the NASDAQ National
                 Market, its closing price on the NASDAQ National Market on the
                 date of determination as reported in The Wall Street Journal;

                                      A-12
<PAGE>   13

             (b) if such Common Stock is publicly traded and is then listed on a
                 national securities exchange, its closing price on the date of
                 determination on the principal national securities exchange on
                 which the Common Stock is listed or admitted to trading as
                 reported in The Wall Street Journal;

             (c) if such Common Stock is publicly traded but is not quoted on
                 the NASDAQ National Market nor listed or admitted to trading on
                 a national securities exchange, the average of the closing bid
                 and asked prices on the date of determination as reported in
                 The Wall Street Journal;

             (d) if none of the foregoing is applicable, by the Committee in
                 good faith.

          "Insider" means an officer or director of the Company or any other
     person whose transactions in the Company's Common Stock are subject to
     Section 16 of the Exchange Act.

          "Option" means an award of an option to purchase Shares pursuant to
     Section 5.

          "Outside Director" means a person who is (i) a "nonemployee director"
     within the meaning of Rule 16b-3 under the Exchange Act, or any successor
     rule or regulation and (ii) an "outside director" within the meaning of
     Section 162(m) of the Code.

          "Parent" means any corporation (other than the Company) in an unbroken
     chain of corporations ending with the Company if each of such corporations
     other than the Company owns stock possessing 50% or more of the total
     combined voting power of all classes of stock in one of the other
     corporations in such chain.

          "Participant" means a person who receives an Award under this Plan.

          "Performance Factors" means the factors selected by the Committee from
     among the following measures to determine whether the performance goals
     established by the Committee and applicable to Awards have been satisfied:

             (a) Net revenue and/or net revenue growth;

             (b) Earnings before income taxes and amortization and/or earnings
                 before income taxes and amortization growth;

             (c) Operating income and/or operating income growth;

             (d) Net income and/or net income growth;

             (e) Earnings per share and/or earnings per share growth;

             (f) Total stockholder return and/or total stockholder return
                 growth;

             (g) Return on equity;

             (h) Operating cash flow return on income;

             (i) Adjusted operating cash flow return on income;

             (j) Economic value added; and

             (k) Individual confidential business objectives.

          "Performance Period" means the period of service determined by the
     Committee, not to exceed five years, during which years of service or
     performance is to be measured for Restricted Stock Awards or Stock Bonuses.

          "Plan" means this Abacus Direct Corporation 1999 Stock Incentive Plan,
     as amended from time to time.

          "Restricted Stock Award" means an award of Shares pursuant to Section
     6.
                                      A-13
<PAGE>   14

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Shares" means shares of the Company's Common Stock reserved for
     issuance under this Plan, as adjusted pursuant to Sections 2 and 18, and
     any successor security.

          "Stock Bonus" means an award of Shares, or cash in lieu of Shares,
     pursuant to Section 7.

          "Subsidiary" means any corporation (other than the Company) in an
     unbroken chain of corporations beginning with the Company if each of the
     corporations other than the last corporation in the unbroken chain owns
     stock possessing 50% or more of the total combined voting power of all
     classes of stock in one of the other corporations in such chain.

          "Termination" or "Terminated" means, for purposes of this Plan with
     respect to a Participant, that the Participant has for any reason ceased to
     provide services as an employee, officer, director, consultant, independent
     contractor, or advisor to the Company or a Parent or Subsidiary of the
     Company. An employee will not be deemed to have ceased to provide services
     in the case of (i) sick leave, (ii) military leave, or (iii) any other
     leave of absence approved by the Committee, provided, that such leave is
     for a period of not more than 90 days, unless reemployment upon the
     expiration of such leave is guaranteed by contract or statute or unless
     provided otherwise pursuant to formal policy adopted from time to time by
     the Company and issued and promulgated to employees in writing. In the case
     of any employee on an approved leave of absence, the Committee may make
     such provisions respecting suspension of vesting of the Award while on
     leave from the employ of the Company or a Subsidiary as it may deem
     appropriate, except that in no event may an Option be exercised after the
     expiration of the term set forth in the Option agreement. The Committee
     will have sole discretion to determine whether a Participant has ceased to
     provide services and the effective date on which the Participant ceased to
     provide services (the "Termination Date").

          "Unvested Shares" means "Unvested Shares" as defined in the Award
     Agreement.

          "Vested Shares" means "Vested Shares" as defined in the Award
     Agreement.

     As adopted by the Board of Directors of Abacus Direct Corporation as of
April 14, 1999.

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