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SWITCHBOARD INCORPORATED
AMENDMENT
TO
1999 STOCK INCENTIVE PLAN
The 1999 Stock Incentive Plan, as amended (the "Plan"), of Switchboard
Incorporated, a Delaware corporation, is hereby amended as follows:
1. Section 8(c)(2) of the Plan is amended and restated as set forth below:
(2) Consequences of Acquisition Event on Options. Upon the occurrence
of an Acquisition Event, or the execution by the Company of any agreement
with respect to an Acquisition Event, the Board shall provide that all
outstanding Options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof). For purposes hereof, an Option shall be considered to be assumed
if, following consummation of the Acquisition Event, the Option confers the
right to purchase, for each share of Common Stock subject to the Option
immediately prior to the consummation of the Acquisition Event, the
consideration (whether cash, securities or other property) received as a
result of the Acquisition Event by holders of Common Stock for each share
of Common Stock held immediately prior to the consummation of the
Acquisition Event (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the
outstanding shares of Common Stock); provided, however, that if the
consideration received as a result of the Acquisition Event is not solely
common stock of the acquiring or succeeding corporation (or an affiliate
thereof), the Company may, with the consent of the acquiring or succeeding
corporation, provide for the consideration to be received upon the exercise
of Options to consist solely of common stock of the acquiring or succeeding
corporation (or an affiliate thereof) equivalent in Fair Market Value to
the per share consideration received by holders of outstanding shares of
Common Stock as a result of the Acquisition Event.
Notwithstanding the foregoing, if the acquiring or succeeding
corporation (or an affiliate thereof) does not agree to assume, or
substitute for, such Options, then the Board shall, upon written notice to
the Participants, provide that all then outstanding Options will become
exercisable in full as of a specified time prior to the Acquisition Event
and will terminate immediately prior to the consummation of such
Acquisition Event, except to the extent exercised by the Participants
before the consummation of such Acquisition Event; provided, however, that
in the event of an Acquisition Event under the terms of which holders of
Common Stock will receive upon consummation thereof a cash payment for each
share of Common Stock surrendered pursuant to such Acquisition Event (the
"Acquisition Price"), then the Board may instead provide that all
outstanding
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Options shall terminate upon consummation of such Acquisition Event and
that each Participant shall receive, in exchange therefor, a cash payment
equal to the amount (if any) by which (A) the Acquisition Price multiplied
by the number of shares of Common Stock with respect to which such
outstanding Options are then exercisable, exceeds (B) the aggregate
exercise price of such Options. To the extent all or any portion of an
Option becomes exercisable solely as a result of the first sentence of this
paragraph, upon exercise of such Option the Participant shall receive
shares subject to a right of repurchase by the Company or its successor at
the Option exercise price. Such repurchase right (1) shall not apply to (y)
any shares subject to the Option that were exercisable under its terms
without regard to the first sentence of this paragraph and (z) up to an
additional 25% of the shares (applied pro rata over all vesting periods
accelerated pursuant to the first sentence of this paragraph) subject to
the Option that were not exercisable under its terms without regard to the
first sentence of this paragraph and (2) shall lapse at the same rate as
the Option would have become exercisable under its terms (with respect to
the shares that are subject to the repurchase right).
If any Option provides that it may be exercised for shares of Common
Stock which remain subject to a repurchase right in favor of the company,
upon the occurrence of an Acquisition Event, any shares of restricted stock
received upon exercise of such Option shall be treated in accordance with
Section 8(c)(3) as if they were a Restricted Stock Award.
2. Section 9(e) of the Plan is hereby amended and restated as set forth
below:
(e) Each Participant shall pay to the Company, or make provision
satisfactory to the Board for payment of, any taxes required by law to be
withheld in connection with Awards to such Participant no later than the
date of the event creating the tax liability. Except as the Board may
otherwise provide in an Award, when the Common Stock is registered under
the Exchange Act, Participants may satisfy such tax obligations in whole or
in part by delivery of shares of Common Stock, including shares retained
from the Award creating the tax obligation, valued at their Fair Market
Value, such that the total tax withholding cannot exceed the Company's
minimum statutory withholding (based on minimum statutory withholding rates
for federal and state tax purposes, including payroll taxes, that are
applicable to such supplemental taxable income). The Company may, to the
extent permitted by law, deduct any such tax obligations from any payment
of any kind otherwise due to a Participant.
Except to the extent amended hereby, the Plan is in all respects hereby
ratified and confirmed and shall continue in full force and effect.
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