DOUBLECLICK INC
S-8, 2000-02-18
ADVERTISING
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<PAGE>   1
   As filed with the Securities and Exchange Commission on February 18, 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
 of incorporation or organization)                     Identification No.)

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

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

                   DOUBLECLICK INC. 1997 STOCK INCENTIVE PLAN
                            (Full title of the plans)

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

                               KEVIN J. O'CONNOR
                  CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE
                               BOARD OF DIRECTORS
                                DOUBLECLICK INC.
                              450 WEST 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 of
   Title of Securities to be      Amount to be      Offering Price      Aggregate        Registration
           Registered             Registered(1)        per Share      Offering Price         Fee
=====================================================================================================
<S>                              <C>                  <C>            <C>                  <C>
 DoubleClick Inc.
 1997 Stock Incentive Plan       4,748,152 shares     $ 92.65(2)     $439,916,282.80(2)   $116,137.89
 Common Stock, $0.001 par value
=====================================================================================================
</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 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
    February 17, 2000, as reported by the Nasdaq National Market.

================================================================================
<PAGE>   2

                                     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, 1999 filed with the SEC on February 17, 2000;

        (b)     The Registrant's Current Reports on Form 8-K filed with the SEC
                on November 10, 1999 (as amended on Form 8-K/A filed with the
                SEC on January 10, 2000), December 8, 1999 (as amended on Form
                8-K/A filed with the SEC on January 10, 2000), January 13, 2000,
                January 27, 2000 (for period dates November 1, 1999 and
                January 11, 2000, respectively) and February 16, 2000;

        (c)     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


                                      II-1
<PAGE>   3

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 of the
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

<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, Independent Accountants.
      23.2         Consent of KPMG LLP, Independent Accountants.
      23.3         Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
      24.0         Power of Attorney. Reference is made to page II-4 of this Registration
                   Statement.
      99.1         DoubleClick Inc. 1997 Stock Incentive Plan (as Amended and Restated Effective as
                   of April 9, 1999).
</TABLE>



                                      II-2
<PAGE>   4

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.

               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-3
<PAGE>   5

                                   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 18th day of
February, 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.

               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      February 18, 2000
- ----------------------------       of the Board (Principal Executive
Kevin J. O'Connor                  Officer)



/s/ STEPHEN R. COLLINS              Chief Financial Officer                   February 18, 2000
- ----------------------------
Stephen R. Collins
</TABLE>



                                      II-4
<PAGE>   6

<TABLE>
<S>                                <C>                                       <C>
/s/ DAVID N. STROHM                Director                                  February 18, 2000
- ----------------------------
David N. Strohm



/s/ MARK E. NUNNELLY               Director                                  February 18, 2000
- ----------------------------
Mark E. Nunnelly



/s/ W. GRANT GREGORY               Director                                  February 18, 2000
- ----------------------------
W. Grant Gregory



/s/ DON PEPPERS                    Director                                  February 18, 2000
- ----------------------------
Don Peppers



/s/ THOMAS S. MURPHY               Director                                  February 18, 2000
- ----------------------------
Thomas S. Murphy
</TABLE>



                                      II-5

<PAGE>   7

                                  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, Independent Accountants.
      23.2         Consent of KPMG LLP, Independent Accountants.
      23.3         Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
      24.0         Power of Attorney. Reference is made to page II-4 of this Registration
                   Statement.
      99.1         DoubleClick Inc. 1997 Stock Incentive Plan (as Amended and Restated Effective
                   as of April 9, 1999).
</TABLE>




<PAGE>   1

                                    EXHIBIT 5

                   OPINION OF BROBECK, PHLEGER & HARRISON LLP



                               February 18, 2000

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

   Re: DoubleClick Inc. Registration Statement on Form S-8 for an aggregate of
       4,748,152 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
4,748,152 shares of the Company's common stock ("Shares") authorized for
issuance under the Company's 1997 Stock Incentive Plan (the "Plan").

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. Based on such review, we are of the opinion that if, as and when the
Shares have been issued and sold (and the consideration therefor received)
pursuant to the provisions of option agreements duly authorized under the Plan
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 or the Shares.

                                             Very truly yours,



                                             /s/ BROBECK, PHLEGER & HARRISON LLP
                                             -----------------------------------
                                             BROBECK, PHLEGER & HARRISON LLP

<PAGE>   1

                                  EXHIBIT 23.1

         CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 18, 2000, except as for Note
11(b) which is as of February 11, 2000, relating to the consolidated financial
statements and financial statement schedule of DoubleClick, Inc., which appears
in DoubleClick Inc.'s Annual Report on Form 10-K for the year ended December 31,
1999.


                                                 /s/ PRICEWATERHOUSECOOPERS LLP


                                                 PricewaterhouseCoopers LLP


PricewaterhouseCoopers LLP
New York, New York
February 18, 2000





<PAGE>   1

                                  EXHIBIT 23.2

                        CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
NetGravity, Inc. and Subsidiaries:

We consent to incorporation by reference in the registration statement on Form
S-8 of DoubleClick Inc. dated February 18, 2000 of our report dated January 27,
1999, with respect to the consolidated balance sheet of NetGravity, Inc. and
subsidiaries as of December 31, 1998, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in
two-year period ended December 31, 1998, which report appears in the December
31, 1999, annual report on Form 10-K of DoubleClick Inc.


                                                   /s/ KPMG LLP

                                                   KPMG LLP



San Francisco, California
February 18, 2000





<PAGE>   1

                                                                    EXHIBIT 99.1

                                  EXHIBIT 99.1

                                DOUBLECLICK INC.
                             1997 STOCK OPTION PLAN

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



<PAGE>   2

                                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 and the two
(2)-for one (1) split of Common Stock effected on January 10, 2000.

        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>   3

        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>   4

                    (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
32,749,152 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 2,348,152-share automatic increase effected on January
4, 1999, (iii) an additional 2,400,000-share automatic increase effected on
January 4, 2000, and (iv) the 16,000,000-share increase approved by the
stockholders at the 1999 Annual Stockholders Meeting.



                                       3
<PAGE>   5

               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>   6

                                   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.



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<PAGE>   7

               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>   8

               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>   9

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>   10

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>   11

                                  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>   12

                    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>   13

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>   14

                                  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>   15

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>   16

               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>   17

                                  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>   18

               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>   19

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>   20

                                    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.



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<PAGE>   21

               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>   22

                        (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>   23

               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>   24

               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.





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