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Exhibit 99.3
RESUMIX, INC.
2000 STOCK OPTION PLAN
ARTICLE I
GENERAL PROVISIONS
1.1. PURPOSE OF THE PLAN. This 2000 Stock Option Plan is intended
to promote the interests of Resumix, Inc., a Delaware corporation, by providing
eligible persons with the opportunity to acquire a proprietary interest, or else
to 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.
1.2. STRUCTURE OF THE PLAN. (a) The Plan shall consist of a
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.
(b) The provisions of Articles One and Three shall apply to the
Plan and shall govern the interests of all persons under the Plan.
1.3. ADMINISTRATION OF THE PLAN. (a) The following provisions
shall govern the administration of the Plan:
(i) The Board shall have the authority to administer the
Discretionary Option Grant Program with respect to Section 16 Insiders but may
delegate such authority in whole or in part to the Primary Committee.
(ii) Administration of the Discretionary Option Grant Program with
respect to all other persons eligible to participate in such program 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 such program with respect to all
such persons.
(b) Each Plan Administrator shall, within the scope of its
administrative jurisdiction under the Plan, have full power and authority
subject to the provisions of the Plan:
(i) to establish such rules as it may deem appropriate for proper
administration of the Plan, to make all factual determinations, to construe and
interpret the provisions of the Plan and the awards thereunder and to resolve
any and all ambiguities thereunder;
(ii) to determine, with respect to awards made under the
Discretionary Option Grant Program, which eligible persons are to receive such
awards; the time or
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times when such awards are to be made; the number of shares to be covered by
each such award; following the Plan Effective Date, the vesting schedule (if
any) applicable to the award; the status of a granted option as either an
Incentive Option or a Non-Statutory Option and the maximum term for which the
option is to remain outstanding;
(iii) to amend, modify or cancel any outstanding award with the
consent of the holder or accelerate the vesting of such award; and
(iv) to take such other discretionary actions as permitted pursuant
to the terms of the Plan.
Decisions of each Plan Administrator within the scope of its administrative
functions under the Plan shall be final and binding on all parties.
(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) 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 options under the Plan.
1.4. ELIGIBILITY. The persons eligible to participate in the
Discretionary Option Grant Program are the Employees.
1.5. 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 4,500,000 shares of Common Stock.
(b) No one person participating in the Plan may receive options
for more than 850,000 shares of Common Stock in the aggregate per calendar year,
beginning with the 2000 calendar year.
(c) Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent those options
expire, terminate or are cancelled for any reason prior to exercise in full.
Unvested shares issued under the Plan and subsequently repurchased by the
Corporation, at the original exercise or issue price paid per share, pursuant to
the Corporation's repurchase rights under the
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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 options 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 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, and not by the net
number of shares of Common Stock issued to the holder of such option.
(d) Except for the transactions contemplated in the Merger
Agreement (which are handled in paragraph (e) below), if any change is made to
the Common Stock by reason of any stock split, stock dividend, recapitalization,
merger, reorganization, 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 options under this Plan per calendar year, and
(iii) the number and/or class of securities and the exercise price
per share in effect under each outstanding option under the Plan.
Such adjustments to the outstanding options are to be effected in a manner which
shall preclude the enlargement or dilution of rights and benefits under such
options. The adjustments determined by the Plan Administrator shall be final,
binding and conclusive. In no event shall any such adjustments be made in
connection with the conversion of one or more outstanding shares of the
Corporation's preferred stock into shares of Common Stock.
(e) Upon the consummation of the transactions contemplated in the
Merger Agreement, each of
(i) the maximum number and/or class of securities issuable under
the Plan shall be adjusted to become a number of shares of Common Stock equal to
the product of (A) 4.5 million and (B) the Conversion Number,
(ii) the number and/or class of securities for which any one person
may be granted options under this Plan per calendar year shall be adjusted to
become a number of shares of Common Stock equal to the product of (A) 850,000
and (B) the Conversion Number, and
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(iii) the number and/or class of securities and the exercise price
per share in effect under each outstanding option under the Plan shall be
adjusted in the manner described in the Merger Agreement.
ARTICLE II
DISCRETIONARY OPTION GRANT PROGRAM
2.1. 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.
2.2. EXERCISE PRICE.
(a) The exercise price per share shall be fixed by the Plan
Administrator at the time of the option grant, but shall not be less than the
Fair Market Value of a share of Common Stock at the time of the option grant.
(b) The exercise price shall become immediately due upon exercise
of the option and shall, subject to the documents evidencing the option, be
payable in cash or check made payable to the Corporation. Should the Common
Stock be registered under Section 12 of the 1934 Act at the time the option is
exercised, then the exercise price may also be paid as follows:
(i) through 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
(ii) 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 to (A) a
Corporation-approved 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) 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.
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2.3. EXERCISE AND TERM OF OPTIONS. (a) In respect of any options
granted prior to the Plan Effective Date, 25% of the shares subject to any and
all such options shall become exercisable on the first anniversary of the date
of grant; and the remainder of the shares subject to such options shall become
exercisable in equal monthly installments over the 36 month period immediately
following the first anniversary of the date of grant.
(b) With respect to options granted after the Plan Effective Date,
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.
(c) However, no option shall have a term in excess of ten (10)
years measured from the option grant date.
2.4. CESSATION OF SERVICE. (a) The following provisions shall
govern the exercise of any options outstanding at the time of the Optionee's
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 his or her Beneficiary.
(iii) 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 except as such number may be changed pursuant to Section 1.5(d) above.
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.
(iv) Should the Optionee's Service be terminated for Misconduct or
should the Optionee engage in Misconduct while his or her options are
outstanding, then all such options shall terminate immediately and cease to be
outstanding.
(b) 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:
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(i) to extend the period of time for which the option is to remain
exercisable following the Optionee's cessation of Service to such period of time
as the Plan Administrator shall deem appropriate, but in no event beyond the
expiration of the option term, and/or
(ii) to permit the option to be exercised, during the applicable
post-Service exercise period, for one or more additional installments in which
the Optionee would have vested had the Optionee continued in Service.
2.5. 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.
2.6. 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.
2.7. 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. Non-Statutory Options shall be
subject to the same restrictions, except that a Non-Statutory Option may, to the
extent permitted by the Plan Administrator, be assigned in whole or in part
during the Optionee's lifetime
(i) as a gift to one or more members of the Optionee's immediate
family, to a trust in which Optionee and/or one or more such family members hold
more than fifty percent (50%) of the beneficial interest or to an entity in
which more than fifty percent (50%) of the voting interests are owned by
Optionee and/or one or more such family members or
(ii) pursuant to a domestic relations order. 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.
2.8. INCENTIVE OPTIONS. The terms specified below shall be
applicable to all Incentive Options. Except as modified by the provisions of
this Section 2.8, all the provisions of Articles One, Two and Three shall be
applicable to Incentive Options.
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Options which are specifically designated as Non-Statutory Options when issued
under the Plan shall NOT be subject to the terms of this Section 2.8.
(a) ELIGIBILITY. Incentive Options may only be granted to
Employees.
(b) EXERCISE PRICE. The exercise price per share shall not be less
than one hundred percent (100%) of 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). 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.
2.9. CHANGE IN CONTROL. (a) Each option outstanding at the time of
a Change in Control but not otherwise fully-vested 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 so accelerate if and to the extent:
(i) such option is, in connection with the Change in Control,
assumed or otherwise continued in full force and effect by the successor
corporation (or parent thereof) pursuant to the terms of the Change in Control,
(ii) such option is replaced with a cash incentive program of the
successor corporation which preserves the spread existing at the time of the
Change in Control 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.
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(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 assigned to the successor
corporation (or parent thereof) or otherwise continue in full force and effect
pursuant to the terms of the Change in Control 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.
(d) 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 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 remaining term of the Plan and
(iii) the maximum number and/or class of securities for which any
one person may be granted options under the Plan per calendar year.
(e) The Plan Administrator may at any time provide that one or
more options will automatically accelerate in connection with a Change in
Control, whether or not those options are assumed or otherwise continued in full
force and effect pursuant to the terms of the Change in Control. Any such option
shall accordingly become exercisable, immediately prior to the effective date of
such Change in Control, 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. In addition, the Plan Administrator may at
any time provide that one or more of the Corporation's repurchase rights shall
not be assignable in connection with such Change in Control and shall terminate
upon the consummation of such Change in Control.
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(f) The Plan Administrator may at any time provide that one or
more options will automatically accelerate upon an Involuntary Termination of
the Optionee's Service within a designated period (not to exceed eighteen (18)
months) following the effective date of any Change in Control in which those
options do not otherwise accelerate. Any options so accelerated shall remain
exercisable for fully-vested shares until the EARLIER of
(i) the expiration of the option term or
(ii) the expiration of the one (1)-year period measured from the
effective date of the Involuntary Termination. In addition, the Plan
Administrator may at any time provide that one or more of the Corporation's
repurchase rights shall immediately terminate upon such Involuntary Termination.
(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 ($100,000) 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.
ARTICLE III
MISCELLANEOUS
3.1. NO IMPAIRMENT OF AUTHORITY. Outstanding awards 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.
3.2. FINANCING. The Plan Administrator may permit any Optionee or
Participant to pay the option exercise price under the Discretionary Option
Grant 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 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.
3.3. TAX WITHHOLDING. (a) The Corporation's obligation to deliver
shares of Common Stock upon the exercise of options under the Plan shall be
subject to the satisfaction of all applicable Federal, state and local income
and employment tax withholding requirements.
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(b) The Plan Administrator may, in its discretion, provide any or
all holders of Non-Statutory Options under the Plan with the right to use shares
of Common Stock in satisfaction of all or part of the Withholding Taxes incurred
by such holders in connection with the exercise of their options. 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, a portion of those shares with an aggregate Fair Market
Value equal to the percentage of the Withholding 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, one or more shares of Common Stock
previously acquired by such holder (other than in connection with the option
exercise triggering the Withholding 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.
3.4. EFFECTIVE DATE AND TERM OF THE PLAN. (a) The Plan shall become
effective immediately upon the Plan Effective Date. However, options may be
granted under the Discretionary Option Grant Program at any time following Board
approval of the Plan (even though such date is prior to the Plan Effective
Date). Nonetheless, no options granted under the Plan may be exercised until the
Plan Effective Date. If the Plan Effective Date does not occur within twelve
(12) months after the Plan is approved by the Corporation's shareholders, then
all options previously granted under this Plan shall terminate and cease to be
outstanding, and no further options shall be granted under the Plan. In
addition, in the event that the Merger Agreement is terminated or otherwise is
not consummated within twelve (12) months following Board approval of the Plan,
then all options previously granted under this Plan shall terminate and cease to
be outstanding, and no further options shall be granted under the Plan.
(b) The Plan shall terminate upon the EARLIEST of
(i) the tenth anniversary of the Plan Effective Date, or
(ii) the termination of all outstanding options in connection with
a Change in Control.
Upon such plan termination, all outstanding options shall thereafter continue to
have force and effect in accordance with the provisions of the documents
evidencing such grants.
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3.5. AMENDMENT OF THE PLAN. 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 at the time outstanding
under the Plan unless the Optionee consents to such amendment or modification.
In addition, certain amendments may require stockholder approval pursuant to
applicable laws or regulations.
3.6. 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.
3.7. 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 upon the exercise of any granted option 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.
3.8. NO EMPLOYMENT/SERVICE RIGHTS. Nothing in the Plan shall confer
upon the Optionee 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, which rights are hereby expressly reserved by each, to
terminate such person's Service at any time for any reason, with or without
cause.
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APPENDIX
The following definitions shall be in effect under the Plan:
1. BENEFICIARY shall mean, in the event the Plan Administrator
implements a beneficiary designation procedure, the person designated by an
Optionee pursuant to such procedure, to succeed to such person's rights under
any outstanding awards held by him or her at the time of death. In the absence
of such designation or procedure, the Beneficiary shall be the personal
representative of the estate of the Optionee or the person or persons to whom
the award is transferred by will or the laws of descent and distribution.
2. BOARD shall mean, prior to the Plan Effective Date, the
Corporation's Board of Directors; on or after the Plan Effective Date, "Board"
shall mean the Board of Directors of HotJobs.
3. CHANGE IN CONTROL shall mean a change in ownership or control
of HotJobs effected through any of the following transactions:
(i) a merger, consolidation or reorganization approved by the
stockholders of HotJobs, UNLESS securities representing more than fifty percent
(50%) of the total combined voting power of the voting securities of HotJobs are
immediately thereafter beneficially owned, directly or indirectly and in
substantially the same proportion, by the persons who beneficially owned
HotJobs's outstanding voting securities immediately prior to such transaction,
(ii) any stockholder-approved transfer or other disposition of all
or substantially all of the assets of HotJobs, or
(iii) the acquisition, directly or indirectly by any person or
related group of persons (other than HotJobs or a person that directly or
indirectly controls, is controlled by, or is under common control with HotJobs),
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 outstanding securities of HotJobs pursuant to a tender or exchange
offer made directly to the stockholders of HotJobs which the Board recommends
such stockholders to accept;
PROVIDED, however, that none of the transactions contemplated in the Merger
Agreement shall result in or constitute a Change in Control.
4. CODE shall mean the Internal Revenue Code of 1986, as amended.
5. COMMON STOCK shall mean, prior to the Plan Effective Date, the
Corporation's common stock, and on or after the Plan Effective Date shall mean
the common stock of HotJobs, adjusted as described in Section 1.5(d) herein.
6. CONVERSION NUMBER shall have the meaning set forth in the
Merger Agreement.
7. CORPORATION shall mean Resumix, Inc., a Delaware corporation,
and its successors.
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8. DISCRETIONARY OPTION GRANT PROGRAM shall mean the
discretionary option grant program in effect under the Plan.
9. 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.
10. EXERCISE DATE shall mean the date on which the Corporation
shall have received written notice of the option exercise.
11. FAIR MARKET VALUE per share of Common Stock on any relevant
date shall be determined in accordance with the following provisions:
(i) If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing selling price
per share of Common Stock on the date in question, as such price is reported 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 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 options 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 options 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.
12. HOTJOBS shall mean HotJobs.com, Ltd., a Delaware corporation.
13. INCENTIVE OPTION shall mean an option which satisfies the
requirements of Code Section 422.
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14. INVOLUNTARY TERMINATION shall mean the termination of the
Service of any individual which occurs by reason of:
(i) such individual's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or
(ii) such individual's voluntary resignation following (A) a change
in his or her position with the Corporation or Parent or Subsidiary employing
the individual 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.
15. MERGER AGREEMENT shall mean the Agreement and Plan of Merger,
dated April 25, 2000, by and among the Corporation, HotJobs, Resumix Acquisition
Corp. and the other parties thereto.
16. MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Optionee, any unauthorized use or disclosure
by such person of confidential information or trade secrets of the Corporation
(or any Parent or Subsidiary), or any intentional wrongdoing by such person,
whether by omission or commission, which adversely affects the business or
affairs of the Corporation (or any Parent or Subsidiary) in a material manner.
This shall not limit the grounds for the dismissal or discharge of any person in
the Service of the Corporation (or any Parent or Subsidiary).
17. 1934 ACT shall mean the Securities Exchange Act of 1934, as
amended.
18. NON-STATUTORY OPTION shall mean an option not intended to
satisfy the requirements of Code Section 422.
19. OPTIONEE shall mean any person to whom an option is granted
under the Discretionary Option Grant Program.
20. 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.
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21. PLAN shall mean the Corporation's 2000 Stock Option Plan, as
set forth in this document.
22. 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 Program with respect to one or more
classes of eligible persons, to the extent such entity is carrying out its
administrative functions under such program with respect to the persons under
its jurisdiction. However, the Primary Committee shall have the plenary
authority to make all factual determinations and to construe and interpret any
and all ambiguities under the Plan to the extent such authority is not otherwise
expressly delegated to any other Plan Administrator.
23. PLAN EFFECTIVE DATE shall mean the "Effective Time," as
defined in the Merger Agreement.
24. 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 Program with respect to Section 16 Insiders.
25. SECONDARY COMMITTEE shall mean a committee of one (1) or more
Board members appointed by the Board to administer the Discretionary Option
Grant Program with respect to eligible persons other than Section 16 Insiders.
26. SECTION 12 REGISTRATION DATE shall mean the date on which the
Common Stock is first registered under Section 12(g) of the 1934 Act.
27. 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.
28. SERVICE shall mean the performance of services for the
Corporation (or any Parent or Subsidiary) by a person in the capacity of an
Employee.
29. STOCK EXCHANGE shall mean either the American Stock Exchange
or the New York Stock Exchange.
30. 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.
31. 10% STOCKHOLDER shall mean the owner of stock (as determined
under Code Section 424(d)) possessing more than ten percent (10%) of the
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total combined voting power of all classes of stock of the Corporation (or any
Parent or Subsidiary).
32. UNDERWRITING AGREEMENT shall mean the agreement between the
Corporation and the underwriter or underwriters managing the initial public
offering of the Common Stock.
33. UNDERWRITING DATE shall mean the date on which the
Underwriting Agreement is executed and priced in connection with an initial
public offering of the Common Stock.
34. WITHHOLDING TAXES shall mean the Federal, state and local
income and employment withholding tax liabilities to which the holder of
Non-Statutory Options may become subject in connection with the exercise of
those options.
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