<PAGE>
SCHEDULE 14A
(RULE 14-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
NETSCAPE COMMUNICATIONS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO]
NETSCAPE COMMUNICATIONS CORPORATION
501 E. MIDDLEFIELD ROAD
MOUNTAIN VIEW, CALIFORNIA 94043
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Netscape Communications Corporation ("Netscape"), which will be held on Friday,
May 29, 1998, at 8:00 a.m. local time at the Westin Santa Clara located at 5101
Great America Parkway, Santa Clara, California. The actions expected to be taken
at the Annual Meeting are described in detail in the attached Proxy Statement
and Notice of Annual Meeting of Stockholders. There will also be a report on
Netscape's business, and stockholders will have an opportunity to ask questions.
Included with the Proxy Statement is a copy of Netscape's Annual Report on
Form 10-K for the year ended December 31, 1997 (the "Form 10-K"). As part of
Netscape's continuing effort to reduce costs, we are delivering to stockholders
copies of the Form 10-K filed with the Securities and Exchange Commission and
forgoing the expenses associated with preparing and printing a glossy annual
report. We encourage you to read the Form 10-K. It includes information on
Netscape's operations, markets, products, and services, as well as Netscape's
audited financial statements.
Please use this opportunity to take part in the affairs of Netscape by
voting on the business to come before this meeting. WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE, AND RETURN THE ACCOMPANYING
PROXY IN THE ENCLOSED SELF-ADDRESSED STAMPED ENVELOPE. Returning the proxy does
NOT deprive you of your right to attend the meeting and to vote your shares in
person for the matters acted upon at the meeting. We appreciate your continuing
interest in Netscape.
Sincerely,
JAMES L. BARKSDALE
DIRECTOR, CHIEF EXECUTIVE OFFICER, AND
PRESIDENT
Mountain View, California
April 20, 1998
<PAGE>
NETSCAPE COMMUNICATIONS CORPORATION
501 E. MIDDLEFIELD ROAD
MOUNTAIN VIEW, CALIFORNIA 94043
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------------
FRIDAY, MAY 29, 1998
AT 8:00 A.M.
To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders (the "Annual
Meeting") of Netscape Communications Corporation, a Delaware corporation
("Netscape"), will be held on Friday, May 29, 1998 at 8:00 a.m. local time at
the Westin Santa Clara located at 5101 Great America Parkway, Santa Clara,
California 95054, for the following purposes:
1. To elect two Class III directors for a term of three years and until
their successors are duly elected and qualified.
2. To approve an amendment to the 1995 Director Option Plan, including an
increase in the number of authorized shares issuable thereunder from
200,000 to 350,000.
3. To approve an amendment to the 1995 Employee Stock Purchase Plan,
including an increase in the number of authorized shares issuable
thereunder from 2,000,000 to 3,500,000.
4. To ratify the appointment by the Board of Directors of the firm Ernst &
Young LLP as independent auditors of Netscape for the year ending October
31, 1998.
5. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice of Annual Meeting. Only holders of record of
Netscape's common stock at the close of business on April 9, 1998, the record
date, are entitled to vote on the matters listed in this Notice of Annual
Meeting. Any stockholder attending the Annual Meeting may vote in person even if
he or she has returned a proxy.
By Order Of The Board Of Directors
of Netscape Communications
Corporation
ROBERTA R. KATZ
SENIOR VICE PRESIDENT, GENERAL
COUNSEL, AND SECRETARY
Mountain View, California
April 20, 1998
- --------------------------------------------------------------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, DATE, AND RETURN
THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
<PAGE>
NETSCAPE COMMUNICATIONS CORPORATION
----------------
PROXY STATEMENT
FOR
1998 ANNUAL MEETING OF STOCKHOLDERS
------------------------
PROCEDURAL MATTERS
GENERAL
This Proxy Statement is being furnished to holders of common stock, par
value $0.0001 per share (the "Common Stock"), of Netscape Communications
Corporation, a Delaware corporation ("Netscape"), in connection with the
solicitation of proxies by the Board of Directors of Netscape for use at the
Annual Meeting of Netscape's Stockholders (the "Annual Meeting") and at any
adjournment or postponement thereof for the purpose of considering and acting
upon the matters set forth herein. The Annual Meeting will be held on Friday,
May 29, 1998 at 8:00 a.m. local time at the Westin Santa Clara located at 5101
Great America Parkway, Santa Clara, California 95054. The telephone number at
the Westin Santa Clara is (800) 937-8461. Netscape's headquarters are located at
501 East Middlefield Road, Mountain View, California 94043, and the telephone
number is (650) 254-1900.
This Proxy Statement and the accompanying form of proxy are first being
mailed on or about April 20, 1998, together with Netscape's 1997 Annual Report
on Form 10-K, to all holders of Common Stock entitled to vote at the Annual
Meeting.
VOTING AT THE ANNUAL MEETING; RECORD DATE
Only holders of record of Netscape's Common Stock at the close of business
on April 9, 1998 (the "Record Date") are entitled to notice of and to vote at
the Annual Meeting. Such stockholders are entitled to cast one vote for each
share of Common Stock held as of the Record Date on all matters properly
submitted for the vote of stockholders at the Annual Meeting. As of the Record
Date, there were 98,328,141 shares of Netscape's Common Stock outstanding and
entitled to be voted at the Annual Meeting. No shares of Preferred Stock were
outstanding. For information regarding security ownership by management and by
the beneficial owners of more than 5% of Netscape's Common Stock, see "Share
Ownership by Principal Stockholders and Management."
QUORUM; REQUIRED VOTE
A majority of the shares entitled to vote, present in person or represented
by proxy, shall constitute a quorum at the Annual Meeting. If a quorum is
present, in all matters other than the election of directors, the affirmative
vote of the majority of shares present in person or represented by proxy at the
meeting and entitled to vote on the subject matter shall be required to approve
any matter presented at the Annual Meeting. Directors shall be elected by a
plurality of the votes of the shares present in person or represented by proxy.
Under the General Corporation Law of the State of Delaware, an abstaining
vote and a broker "non-vote" are counted as present and entitled to vote and
are, therefore, included for purposes of determining whether a quorum of shares
is present at a meeting. However, broker "non-votes" are not deemed to be "votes
cast." As a result, broker "non-votes" are not included in the tabulation of the
voting results on the election of directors or issues requiring approval of a
majority of the votes cast and, therefore, do not have the effect of votes in
opposition in such tabulations. A broker "non-vote" occurs when a nominee
holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power with respect to
that item and has not received instructions from the beneficial owner.
<PAGE>
PROXIES
All shares entitled to vote and represented by properly executed, unrevoked
proxies received prior to the Annual Meeting will be voted at the Annual Meeting
in accordance with the instructions indicated on those proxies. If no
instructions are indicated on a properly executed proxy, the shares represented
by that proxy will be voted as recommended by the Board of Directors. If any
other matters are properly presented for consideration at the Annual Meeting,
including, among other things, consideration of a motion to adjourn the Annual
Meeting to another time or place (including, without limitation, for the purpose
of soliciting additional proxies), the persons named in the enclosed proxy and
acting thereunder will have discretion to vote on those matters in accordance
with their best judgment. Netscape does not currently anticipate that any other
matters will be raised at the Annual Meeting.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. A proxy may be revoked: (i) by filing
with the Secretary of Netscape, at or before the taking of the vote at the
Annual Meeting, a written notice of revocation or a duly executed proxy, dated
later than the prior proxy relating to the same shares, or (ii) by attending the
Annual Meeting and voting in person (although attendance at the Annual Meeting
will not of itself revoke a proxy). Any written notice of revocation or
subsequent proxy must be received by the Secretary of Netscape before the vote
at the Annual Meeting. Such written notice of revocation or subsequent proxy
should be hand delivered to the Secretary of Netscape or should be sent to
Netscape Communications Corporation, 501 East Middlefield Road, Mountain View,
CA 94043, Attention: Secretary.
EXPENSES OF SOLICITATION
All expenses of this solicitation, including the cost of preparing and
mailing this Proxy Statement, will be borne by Netscape. Netscape may reimburse
brokerage firms, custodians, nominees, fiduciaries, and other persons
representing beneficial owners of Common Stock for their reasonable expenses in
forwarding solicitation material to such beneficial owners. Directors, officers,
and employees of Netscape may also solicit proxies in person or by telephone,
telegram, letter, facsimile, or other means of communication. Such directors,
officers, and employees will not be additionally compensated, but may be
reimbursed for their reasonable out-of-pocket expenses in connection with such
solicitation. In addition, Netscape has retained Corporate Investor
Communications, Inc., to assist in the solicitation of proxies at an estimated
fee of $5,000, plus reimbursement of reasonable out-of-pocket expenses.
PROCEDURE FOR SUBMITTING STOCKHOLDER PROPOSALS
Stockholders may present proper proposals for inclusion in Netscape's proxy
statement and for consideration at the next annual meeting of its stockholders
by submitting their proposals in writing to the Secretary of Netscape in a
timely manner. In February 1998, Netscape's Board of Directors approved a change
in Netscape's fiscal year to November 1 through October 31, effective for the
ten-month period ending October 31, 1998. Netscape previously reported results
on a calendar fiscal year basis of January 1 through December 31. In order to be
included in Netscape's proxy materials for the 1999 Annual Meeting of
Stockholders, stockholder proposals must be received by the Secretary of
Netscape no later than October 31, 1998, and must otherwise comply with the
requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
In addition, Netscape's Bylaws establish an advance notice procedure with
regard to certain matters, including stockholder proposals not included in
Netscape's proxy statement, to be brought before an annual meeting of
stockholders. In general, nominations for the election of directors may be made
by: (i) the Board of Directors, (ii) any nominating committee appointed by the
Board of Directors, or (iii) any stockholder entitled to vote who has delivered
written notice to the Secretary of Netscape 60 days in advance of the annual
meeting (or, with respect to an election of directors to be held at a special
meeting, the close of business on the seventh day following the date on which
notice of such meeting is first given to
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stockholders), which notice must contain specified information concerning the
nominees and concerning the stockholder proposing such nominations. Netscape's
Bylaws also provide that the only business that shall be conducted at an annual
meeting is business that is brought before such meeting: (i) by or at the
direction of the chairman of the meeting, or (ii) by any stockholder entitled to
vote who has delivered written notice to the Secretary of Netscape 60 days in
advance of the annual meeting, which notice must contain specified information
concerning the matters to be brought before such meeting and concerning the
stockholder proposing such matters. In the event that less than 70 days notice
or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder must be received not later than the
close of business on the tenth day following the earlier of the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made. If a stockholder who has notified Netscape of his intention
to present a proposal at an annual meeting does not appear or send a qualified
representative to present his proposal at such meeting, Netscape need not
present the proposal for a vote at such meeting. A copy of the full text of the
Bylaw provisions discussed above may be obtained by writing to the Secretary of
Netscape. All notices of proposals by stockholders, whether or not included in
Netscape's proxy materials, should be sent to Netscape Communications
Corporation, 501 East Middlefield Road, Mountain View, CA 94043, Attention:
Secretary.
PROPOSAL ONE--ELECTION OF DIRECTORS
GENERAL
Netscape's Board of Directors is currently comprised of six members who are
divided equally into three classes with overlapping three-year terms. A director
serves in office until his or her respective successor is duly elected and
qualified unless the director resigns or by reason of death or other cause is
unable to serve in the capacity of director. Any additional directorships
resulting from an increase in the number of directors will be distributed among
the three classes so that, as nearly as possible, each class will consist of an
equal number of directors.
NOMINEES FOR CLASS III DIRECTORS
Two Class III directors are to be elected at the Annual Meeting for a
three-year term ending in 2001. The Board of Directors has nominated JAMES L.
BARKSDALE and L. JOHN DOERR for re-election as Class III directors. Unless
otherwise instructed, the persons named in the enclosed proxy intend to vote
proxies received by them for the re-election of Messrs. Barksdale and Doerr.
Netscape expects that Messrs. Barksdale and Doerr will accept such nomination.
In the event that either Mr. Barksdale or Mr. Doerr is unable or declines to
serve as a director at the time of the Annual Meeting, proxies will be voted for
a substitute nominee or nominees designated by the present Board of Directors.
The term of office of the persons elected as directors will continue until such
director's term expires in 2001 or until such director's successor has been
elected and qualified.
REQUIRED VOTE
Directors are elected by a plurality of votes cast. Votes withheld and
broker non-votes are not counted toward a nominee's total.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES
LISTED ABOVE.
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INFORMATION REGARDING NOMINEES AND OTHER DIRECTORS
Set forth below is certain information regarding the nominees for Class III
directors and each other director of Netscape whose term of office continues
after the Annual Meeting.
NOMINEES FOR CLASS III DIRECTORS FOR A TERM EXPIRING IN 2001
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
- ---------------------------- --- -----------------------------------------------------------------------------
<S> <C> <C>
James L. Barksdale.......... 54 PRESIDENT AND CHIEF EXECUTIVE OFFICER OF NETSCAPE. Mr. Barksdale joined
Netscape in January 1995 as President and Chief Executive Officer. He has
served as a director of Netscape since October 1994. From January 1992 to
January 1995, Mr. Barksdale served as President and Chief Operating Officer,
and, as of September 1994, Chief Executive Officer, of AT&T Wireless Services
(formerly, McCaw Cellular Communications, Inc. (collectively, "McCaw")), a
cellular telecommunications company. From April 1983 to January 1992, Mr.
Barksdale served as Executive Vice President and Chief Operating Officer of
Federal Express Corporation ("Federal Express"), an express package delivery
company. From 1979 to 1983, Mr. Barksdale served as Chief Information Officer
of Federal Express. Mr. Barksdale also held various management positions,
including Chief Information Officer with Cook Industries Inc. during the
mid-1970s and was employed by IBM from 1965 to 1972. He holds a B.A. from the
University of Mississippi. Mr. Barksdale serves as a director of 3Com
Corporation, Harrah's Entertainment, Inc., Robert Mondavi Corp., @Home
Corporation, and Network Computer, Inc.
L. John Doerr............... 46 GENERAL PARTNER OF KLEINER PERKINS CAUFIELD & BYERS. Mr. Doerr has served as
a director of Netscape since September 1994. Mr. Doerr has served as a
general partner of Kleiner Perkins Caufield & Byers, a venture capital firm,
since September 1980. Prior to joining Kleiner Perkins Caufield & Byers, Mr.
Doerr was employed by Intel Corporation for five years. He is a director of
Intuit Inc., Macromedia, Inc., Platinum Software, Inc., Sun Microsystems,
Inc., @Home Corporation, Amazon.com, Inc., and several privately held
companies.
INCUMBENT CLASS I DIRECTORS WHOSE TERMS EXPIRE IN 1999
Marc L. Andreessen.......... 26 EXECUTIVE VICE PRESIDENT, PRODUCTS OF NETSCAPE. Mr. Andreessen co-founded
Netscape in April 1994 and has been a director of Netscape since September
1994. Mr. Andreessen was elected to the position of Vice President,
Technology in September 1994, to the position of Senior Vice President,
Technology in January 1996, and to the position of Executive Vice President,
Products in June 1997. He received a B.S. from the University of Illinois in
December 1993, where he co-authored the original NCSA Mosaic Web browser.
Eric A. Benhamou............ 42 PRESIDENT, CHIEF EXECUTIVE OFFICER, AND CHAIRMAN OF THE BOARD OF DIRECTORS OF
3COM CORPORATION. Mr. Benhamou has served as a director of Netscape since
January 1997. Mr. Benhamou has been the Chairman of the Board of 3Com
Corporation ("3Com") since July 1994. He served as 3Com's Chief Executive
Officer since September 1990 and as its President since April 1990. Mr
Benhamou serves as a director of Cypress Semiconductor, Inc. and Legato
Systems, Inc.
</TABLE>
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<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
- ---------------------------- --- -----------------------------------------------------------------------------
<S> <C> <C>
INCUMBENT CLASS II DIRECTORS WHOSE TERMS EXPIRE IN 2000
James H. Clark.............. 53 CHAIRMAN OF THE BOARD OF DIRECTORS OF NETSCAPE. Dr. Clark co-founded Netscape
in April 1994 and has served as its Chairman of the Board since inception.
From the inception of Netscape to January 1995, Dr. Clark served as its
President and Chief Executive Officer. From 1981 to 1994, Dr. Clark was
Chairman of the Board of Directors of Silicon Graphics, Inc., a computer
systems company he founded in 1981. Dr. Clark also served as Chief Technical
Officer of Silicon Graphics from 1981 to 1987. Prior to founding Silicon
Graphics, Dr. Clark was an associate professor at Stanford University. Dr.
Clark holds a Ph.D. from the University of Utah and an M.S. and a B.S. from
the University of New Orleans.
John E. Warnock............. 57 CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD OF DIRECTORS OF ADOBE
SYSTEMS INCORPORATED. Dr. Warnock has served as a director of Netscape since
April 1995. Dr. Warnock is a founder of Adobe Systems Incorporated ("Adobe"),
and has served as its Chairman of the Board since April 1989. He has served
as Adobe's Chief Executive Officer and a director since December 1982 and
served as its President from December 1982 through March 1989. Prior to
founding Adobe, Dr. Warnock was Principal Scientist of the Imaging Sciences
Laboratory at Xerox Corporation's Palo Alto Research Center. He is a director
of Evans & Sutherland Computer Corporation and Red Brick Systems, Inc.
</TABLE>
BOARD MEETINGS AND COMMITTEES
During fiscal 1997, the Board of Directors held six meetings (including
regularly scheduled and special meetings), and no incumbent director attended
fewer than 75% of the total number of meetings of the Board of Directors and the
committees, if any, of which he was a member. Certain matters approved by the
Board of Directors were approved by unanimous written consent.
The Board of Directors currently has three standing committees: an Audit
Committee, a Compensation Committee, and a Stock Option Committee. Netscape has
no nominating committee or committee performing a similar function. The Audit
Committee currently consists of Messrs. Doerr, Warnock, and Benhamou. The
Compensation Committee currently consists of Messrs. Doerr and Warnock. The
Stock Option Committee currently consists of one member, Mr. Barksdale, with Dr.
Clark and Mr. Andreessen each appointed as alternate members.
AUDIT COMMITTEE. The Audit Committee, which met four times during 1997,
makes such examinations as are necessary to monitor the corporate financial
reporting and the internal and external audits of Netscape, provides to the
Board of Directors the results of its examinations and recommendations derived
therefrom, outlines to the Board of Directors improvements made, or to be made,
in internal accounting controls, nominates independent auditors, and provides
such additional information and materials as it may deem necessary to make the
Board of Directors aware of significant financial matters that require Board of
Directors attention.
COMPENSATION COMMITTEE. The Compensation Committee, which met four times
during 1997, reviews Netscape's executive compensation policy, administers
Netscape's stock purchase and stock option plans, and makes recommendations to
the Board of Directors regarding such matters. Certain matters were approved by
the Compensation Committee by unanimous written consent.
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STOCK OPTION COMMITTEE. The Stock Option Committee, which was established
in January 1997, has the right to administer Netscape's 1995 Stock Plan with
respect to persons other than directors and officers of Netscape. The Stock
Option Committee's authority is in addition to, and not in lieu of, the
authority granted to the Compensation Committee. In the event of conflict with
respect to the actions of the Stock Option Committee and the Compensation
Committee, the actions of the Compensation Committee are the actions of Netscape
unless determined otherwise by the full Board of Directors. The Stock Option
Committee did not take any action during 1997.
DIRECTOR COMPENSATION
Directors who are not officers or employees of Netscape or any of its
subsidiaries ("Eligible Directors") currently receive $10,000 as an annual
retainer, a fee of $2,500 for attendance at each meeting of the Board of
Directors, and a fee of $2,500 for attendance at each meeting of a committee of
the Board of Directors that is not held in conjunction with a meeting of the
Board of Directors. All directors are reimbursed for expenses incurred in
attending any Board of Directors and committee meetings. Directors who are
officers of or employed by Netscape or any of its subsidiaries are not
compensated for their Board of Directors or committee activities.
Eligible Directors may participate in the 1995 Director Option Plan (the
"Director Plan"). Subject to stockholder approval of Proposal Two, a total of
350,000 shares of Common Stock has been reserved for issuance under the Director
Plan. The Director Plan provides for an automatic grant of an option to purchase
40,000 shares of Common Stock (the "First Option") to each such director on the
date on which such person becomes an Eligible Director. After the First Option
is granted to the Eligible Director, such director shall automatically be
granted an option to purchase 10,000 shares (a "Subsequent Option") on January 1
of each subsequent year provided such person is then an Eligible Director and,
provided further, that on such date such person has served on the Board of
Directors for at least six months. Messrs. Doerr, Warnock, and Benhamou were
each granted Subsequent Options in January 1998.
PROPOSAL TWO
APPROVAL OF AMENDMENT TO THE 1995 DIRECTOR OPTION PLAN
GENERAL
The Board of Directors has approved an amendment to the Director Plan to
increase the number of shares issuable thereunder by 150,000 shares. Upon
approval of the amendment as set forth in this Proposal Two, a total of 350,000
shares of Common Stock will be reserved for issuance under the Director Plan. As
of April 1, 1998, options to purchase 190,000 shares have been granted under the
Director Plan and, subject to approval of this Proposal Two, 160,000 shares will
remain available for future issuance. The Director Plan was established to
attract and retain the best available personnel for service as non-employee
directors of Netscape, to provide additional incentive to such non-employee
directors, and to encourage their continued service on the Board of Directors.
REQUIRED VOTE
Adoption of the amendment is subject to the approval of a majority of the
shares of Netscape's Common Stock that are present in person or represented by
proxy and entitled to vote at the Annual Meeting. The Director Plan was
previously authorized by the stockholders in June 1995.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
SUMMARY OF THE 1995 DIRECTOR OPTION PLAN
The following is a summary of the principal features of the Director Plan,
as amended. The summary, however, does not purport to be a complete description
of all the provisions of the Director Plan.
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ADMINISTRATION. The Director Plan is designed to operate automatically
without requiring administration. However, to the extent administration is
necessary, it will be provided by the Board of Directors. The interpretation and
construction of any provision of the Director Plan by the Board of Directors
shall be final and conclusive. Members of the Board of Directors receive no
additional compensation for their services in connection with the administration
of the Director Plan.
TERMS OF OPTIONS. The Director Plan provides for the grant of nonstatutory
stock options to non-employee directors of Netscape. Each non-employee director
will be automatically granted an option (the "First Option") to purchase 40,000
shares of Common Stock on the date on which the person first became a
non-employee director. Thereafter, each outside director shall be automatically
granted an option to purchase 10,000 shares of Common Stock (a "Subsequent
Option") on January 1 of each year provided he or she is then an outside
director and has served on the Board of Directors for at least six months.
Options granted under the Director Plan expire ten years after the date of
grant. Each option is evidenced by a stock option agreement between Netscape and
the director. The terms of the options under the Director Plan described above
may not be amended more than once every six months, except for amendments to
comply with changes in applicable law.
EXERCISE OF THE OPTIONS. The First Option shall become exercisable as to
twenty percent (20%) of the shares subject thereto on the date ten months after
its date of grant, and as to an additional two percent (2%) of the shares
subject thereto each month thereafter so long as the Optionee continues to serve
as a Director. Each Subsequent Option shall become exercisable as to
one-twenty-fourth of the shares subject thereto at the end of each month after
its date of grant so long as the Optionee continues to serve as a Director on
such dates. The consideration to be paid for the shares to be issued upon
exercise of an Option, including the method of payment, shall consist of: (i)
cash, (ii) check, (iii) other shares of Common Stock (with some restrictions),
(iv) cashless exercise, or (v) any combination of the foregoing methods of
payment.
OPTION PRICE. The exercise price for all options granted under the Director
Plan is the fair market value of Netscape's Common Stock on the date of grant.
The fair market value of a share of Common Stock is generally determined with
reference to the last reported sale price for such stock on the date of grant.
TERMINATION OF STATUS AS A DIRECTOR. The Director Plan provides that if the
optionee ceases to serve as a director of Netscape, the optionee may, but only
within three months after the date he or she ceases to be a director, exercise
his or her option to the extent that the optionee was entitled to exercise it at
the date of such termination, provided that the option is exercised no later
than its expiration date.
DISABILITY. If an optionee is unable to continue service as a director of
Netscape as a result of his or her total and permanent disability, the optionee
may, but only within 12 months after the date of the optionee's termination,
exercise his or her option to the extent entitled to exercise it at the date of
such termination, provided that the option is exercised no later than its
expiration date.
DEATH. In the event of the death of an optionee, the option may be
exercised at any time within 12 months after death to the extent that the
optionee was entitled to exercise it on the date of death, provided that the
option is exercised no later than its expiration date.
NONTRANSFERABILITY OF OPTIONS. Options granted under the Director Plan are
nontransferable by the optionee, other than by will or the laws of descent and
distribution, and are exercisable during the optionee's lifetime only by the
optionee.
ADJUSTMENTS; DISSOLUTIONS; MERGERS AND ASSET SALES. In the event any change
is made in Netscape's capitalization that results in an increase or decrease in
the number of issued shares of Common Stock without receipt of consideration by
Netscape, an appropriate adjustment shall be made in the number of shares under
the Director Plan and the price per share covered by each outstanding option. In
the event of
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the proposed dissolution or liquidation of Netscape, all outstanding options
will terminate immediately prior to the consummation of such proposed action. In
the event of a merger of Netscape with or into another corporation or the sale
of all or substantially all of the assets of Netscape, each outstanding option
shall become fully vested and exercisable.
AMENDMENT AND TERMINATION. The Board of Directors may amend, alter,
suspend, or discontinue the Director Plan at any time, but any such action shall
not adversely affect any stock option then outstanding under the Director Plan
without the consent of the holder thereof. To the extent necessary and desirable
to comply with Rule 16b-3 (or any other applicable law or regulation), Netscape
shall obtain stockholder approval of any amendment to the Director Plan in such
a manner and to such a degree as required. The Director Plan shall terminate in
February 2006. Any options outstanding under the Director Plan at the time of
its termination shall remain outstanding until they expire by their terms.
CERTAIN FEDERAL INCOME TAX INFORMATION. Options granted under the Director
Plan are nonstatutory stock options. An optionee will not recognize any taxable
income at the time of grant of an option. Upon its exercise, the optionee will
generally recognize ordinary income measured by the excess of the then fair
market value of the shares over the exercise price. Upon resale of such shares
by the optionee, any difference between the sales price and the exercise price,
to the extent not recognized as ordinary income as provided above, will be
treated as capital gain or loss. Netscape will generally be entitled to a tax
deduction in the amount and at the time that the optionee recognizes ordinary
income with respect to shares acquired upon exercise of an option.
THE FOREGOING SUMMARY OF THE FEDERAL INCOME TAX CONSEQUENCES OF DIRECTOR
PLAN TRANSACTIONS IS BASED ON FEDERAL INCOME TAX LAWS IN EFFECT ON THE DATE OF
THIS PROXY STATEMENT. THIS SUMMARY IS NOT INTENDED TO BE COMPLETE, AND DOES NOT
DESCRIBE FOREIGN, STATE, OR LOCAL TAX CONSEQUENCES OF DIRECTOR PLAN
TRANSACTIONS.
DIRECTOR OPTIONS GRANTED TO CERTAIN ELIGIBLE DIRECTORS
As described above, Eligible Directors are entitled to receive a First
Option and Subsequent Options. The following table sets forth, as to each of
Netscape's Eligible Directors, certain information concerning: (i) the aggregate
number of shares of Netscape's Common Stock subject to options granted under the
Director Plan between and including January 1, 1997 and January 1, 1998 (the
most recent grant date), and (ii) the weighted average per share exercise price
of such options. Netscape's Eligible Directors are the only participants
eligible to receive option grants under the Director Plan.
DIRECTOR PLAN TRANSACTIONS
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING WEIGHTED AVERAGE
NAME OPTIONS GRANTED EXERCISE PRICE
- -------------------------------------------- ------------------------------- -----------------
<S> <C> <C>
Eric A. Benhamou............................ 50,000 $ 34.98
L. John Doerr............................... 20,000 $ 39.44
John E. Warnock............................. 20,000 $ 39.44
</TABLE>
PROPOSAL THREE
APPROVAL OF AMENDMENTS TO THE 1995 EMPLOYEE STOCK PURCHASE PLAN
GENERAL
The Board of Directors has approved an amendment to the 1995 Employee Stock
Purchase Plan (the "Purchase Plan"), including an increase in the number of
shares issuable thereunder by 1,500,000 shares. Upon approval of the amendment
as set forth in this Proposal Three, a total of 3,500,000 shares of Common Stock
will be reserved for issuance under the Purchase Plan. As of April 1, 1998,
1,098,123 shares have been issued under the Purchase Plan and, subject to
approval of this Proposal Three, 2,401,877 shares
8
<PAGE>
will remain available for future issuance. The Purchase Plan is intended to
qualify under Sections 421 and 423 of the Code as an "employee stock purchase
plan."
REQUIRED VOTE
Adoption of the amendment is subject to the approval of a majority of the
shares of Netscape's Common Stock that are present in person or represented by
proxy and entitled to vote at the Annual Meeting. The Purchase Plan was
previously authorized by the stockholders in June 1995.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
SUMMARY OF THE 1995 EMPLOYEE STOCK PURCHASE PLAN
ADMINISTRATION. The Purchase Plan is administered by the Board of Directors
or a Committee of the Board.
ELIGIBILITY. Only employees employed by Netscape or its subsidiaries on the
first day of an offering period may participate in the Purchase Plan. For this
purpose, an "employee" is any person who is regularly employed at least twenty
hours per week and at least five months per calendar year by Netscape or any of
its subsidiaries. No employee shall be granted an option under the Purchase Plan
if: (i) immediately after the grant of the option, the employee (or any other
person whose stock would be attributed to the employee pursuant to Section
424(d) of the Code) would own 5% or more of the total combined voting power or
value of the stock of Netscape or any of its subsidiaries; or (ii) the grant
would permit such participant rights to purchase stock under all employee stock
purchase plans of Netscape and its subsidiaries to accrue at a rate that exceeds
$25,000 worth of stock (determined with reference to the fair market value of
the Common Stock on the first day of the offering period) in a calendar year.
For offering periods commencing on or before February 28, 1999, the maximum
number of shares an eligible employee may generally purchase on an Exercise Date
(as such term is defined below) is calculated by dividing $12,500 by the fair
market value of a share on the Enrollment Date (as such term is defined below).
For offering periods commencing on or after March 1, 1999, the maximum number of
shares an eligible employee may generally purchase on an Exercise Date (as such
term is defined below) is 2,000 shares. If the Purchase Plan lacks sufficient
authorized shares, the plan administrator may also reduce on a pro-rata basis
the total number of shares purchased. Subject to these eligibility criteria, the
Purchase Plan permits eligible employees to purchase Common Stock through
payroll deductions subject to certain limitations described below. See "Offering
Periods; Payment of Purchase Price; Payroll Deductions."
OFFERING PERIODS. The Purchase Plan is implemented by consecutive offering
periods that begin every six months. Historically, offering periods of
twenty-four months duration commenced on February 1 and August 1 each year. Each
twenty-four month offering period included four six-month purchase periods,
during which payroll deductions accumulated and, at the end of which, shares of
Common Stock were purchased with a participant's accumulated payroll deductions.
The offering period that began on February 2, 1998, and the offering period that
will begin on August 3, 1998, will both terminate on the last trading day on or
before February 28, 1999. Beginning in March 1999 offering periods will last six
months and will start on March 1 and September 1 of each year. These six-month
offering periods will contain no intervening purchase periods. The Board of
Directors has the power to change the duration of future offering periods, if
such change is made at least five days prior to the scheduled beginning of the
first offering period to be affected. The first day of an offering period is
referred to as the "Enrollment Date," and the last day of an offering period or
purchase period, as applicable, is referred to as the "Exercise Date."
PURCHASE PRICE. The purchase price per share at which shares will be sold
in an offering under the Purchase Plan is the lower of (i) 85% of the fair
market value of a share of Common Stock on the Enrollment Date, or (ii) 85% of
the fair market value of a share of Common Stock on the relevant
9
<PAGE>
Exercise Date; provided, however, that under certain circumstances, the purchase
price may be adjusted to a price not less than 85% of the lower of the fair
market value on the Common Stock on (i) the date Netscape's stockholders approve
an increase in shares reserved for issuance under the Purchase Plan, or (ii) the
Exercise Date. The fair market value of the Common Stock on a given date is
generally determined with reference to the closing sale price of the Common
Stock for such date.
PAYMENT OF PURCHASE PRICE; PAYROLL DEDUCTIONS. The purchase price of the
shares is accumulated by payroll deductions over the offering period. The
Purchase Plan provides that the aggregate of such payroll deductions during the
offering period shall not exceed 10% of the participant's total compensation
during said offering period (15% of such compensation for offering periods
beginning on or after March 1, 1999). During the offering period, a participant
may discontinue his or her participation in the Purchase Plan, and may decrease
or increase the rate of payroll deductions in an offering period within limits
set by the Board of Directors.
All payroll deductions made for a participant are credited to the
participant's account under the Purchase Plan, are withheld in whole percentages
only, and are included with the general funds of Netscape. Funds received by
Netscape pursuant to exercises under the Purchase Plan are also used for general
corporate purposes. A participant may not make any additional payments into his
or her account.
WITHDRAWAL. A participant may terminate his or her participation in the
Purchase Plan at any time by giving Netscape a written notice of withdrawal. In
such event, the payroll deductions credited to the participant's account will be
returned, without interest, to such participant. Payroll deductions will not
resume unless a new subscription agreement is delivered in connection with a
subsequent offering period.
TERMINATION OF EMPLOYMENT. Termination of a participant's employment for
any reason, including death, cancels his or her participation in the Purchase
Plan immediately. In such event, the payroll deductions credited to the
participant's account will be returned without interest to such participant, his
or her designated beneficiaries, or the executors or administrators of his or
her estate.
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any changes in
the capitalization of Netscape effected without receipt of consideration by
Netscape, such as a stock split, stock dividend, combination or reclassification
of the Common Stock, resulting in an increase or decrease in the number of
shares of Common Stock, proportionate adjustments will be made by the Board in
the shares subject to purchase and in the price per share under the Purchase
Plan. In the event of liquidation or dissolution of Netscape, the offering
periods then in progress will terminate immediately prior to the consummation of
such event unless otherwise provided by the Board of Directors. In the event of
a sale of all or substantially all of the assets of Netscape, or the merger of
Netscape with or into another corporation, each option under the Purchase Plan
shall be assumed or an equivalent option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation, unless the
Board of Directors determines to shorten the offering period(s) then in progress
by setting a new Exercise Date. If the Board of Directors shortens the offering
period(s) in lieu of assumption or substitution in the event of a merger or sale
of assets, the Board of Directors shall provide notice to each participant at
least ten business days prior to the new Exercise Date that the Exercise Date
has been changed to the new Exercise Date and that his or her option will be
automatically exercised on the new Exercise Date, unless prior to such date the
participant has withdrawn from the offering period.
AMENDMENT AND TERMINATION. The Board of Directors may at any time and for
any reason amend or terminate the Purchase Plan, except that no such termination
shall affect options previously granted and no amendment shall make any change
in an option granted prior thereto that adversely affects the rights of any
participant. Stockholder approval for amendments to the Purchase Plan shall be
obtained in such a manner and to such a degree as required by any applicable law
or regulation.
10
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES. No income will be taxable to a participant
until the shares purchased under the Purchase Plan are sold or otherwise
disposed of. Upon sale or other disposition of the shares, the participant will
generally be subject to tax in an amount that depends upon the holding period.
If the shares are sold or otherwise disposed of more than two years from the
Enrollment Date and one year from the applicable Exercise Date, the participant
will recognize ordinary income measured as the lesser of (a) the excess of the
fair market value of the shares at the time of such sale or disposition over the
purchase price, or (b) an amount equal to 15% of the fair market value of the
shares as of the Enrollment Date. Any additional gain will be treated as
long-term capital gain. The current maximum tax rates for net capital gains are:
(a) 28% for assets held 18 months or less, (b) 20% for assets held more than 18
months, but less than five years, and (c) 18% for assets held more than five
years and sold after December 31, 2000. If the shares are sold or otherwise
disposed of before the expiration of the required holding periods, the
participant will recognize ordinary income generally measured as the excess of
the fair market value of the shares on the date the shares are purchased over
the purchase price. Any additional gain or loss on such sale or disposition will
be long-term or short-term capital gain or loss, depending on the holding
period. Netscape generally is not entitled to a deduction for amounts taxed as
ordinary income or capital gain to a participant except to the extent of
ordinary income recognized by participants upon a sale or disposition of shares
prior to the expiration of the holding periods described above.
THE FOREGOING SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION UPON THE
PARTICIPANT AND NETSCAPE WITH RESPECT TO THE SHARES PURCHASED UNDER THE PURCHASE
PLAN DOES NOT PURPORT TO BE COMPLETE, AND DOES NOT DISCUSS THE TAX CONSEQUENCES
OF A PARTICIPANT'S DEATH OR THE INCOME TAX LAWS OF ANY STATE OR FOREIGN COUNTRY
IN WHICH THE PARTICIPANT MAY RESIDE.
STOCK ISSUANCES TO CERTAIN INDIVIDUALS AND GROUPS
As described above, only employees employed by Netscape on the first day of
an offering period may participate in the Purchase Plan. The following table
sets forth, as to each of Netscape's executive officers named in the Summary
Compensation Table and the various indicated groups, certain information
concerning: (i) the aggregate number of shares of Netscape's Common Stock
purchased under the Purchase Plan between and including January 1, 1997 and
January 30, 1998 (the most recent purchase date), and (ii) the weighted average
purchase price paid per share.
PURCHASE PLAN TRANSACTIONS
<TABLE>
<CAPTION>
NUMBER OF WEIGHTED AVERAGE
NAME PURCHASED SHARES PURCHASE PRICE
- ------------------------------------------------------------- ---------------- -----------------
<S> <C> <C>
James L. Barksdale........................................... -- --
Michael J. Homer............................................. 2,253 $ 12.15
Marc L. Andreessen........................................... 2,010 $ 12.19
Larry K. Geisel.............................................. 952 $ 25.37
John M. Paul................................................. 663 $ 22.41
All current executive officers as a group (10 persons)....... 13,607 $ 14.52
All employees, including current officers who are not
executive officers, as a group (approximately 2,500
persons)................................................... 808,010 $ 17.17
</TABLE>
11
<PAGE>
PROPOSAL FOUR
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
GENERAL
The Board of Directors has appointed Ernst & Young LLP as independent
auditors of Netscape to audit the consolidated financial statements of Netscape
for the year ending October 31, 1998, and has determined that it would be
desirable to request that the stockholders ratify such appointment. Ernst &
Young LLP has audited Netscape's financial statements since Netscape's
inception. A representative of Ernst & Young LLP is expected to be present at
the Annual Meeting with the opportunity to make a statement if he or she desires
to do so, and is expected to be available to respond to appropriate questions.
REQUIRED VOTE
Although stockholder approval is not required for the appointment of Ernst &
Young LLP (as the Board of Directors has the responsibility for selecting
auditors), the Board of Directors has conditioned its appointment of Netscape's
independent auditors upon the receipt of the affirmative vote of a majority of
the votes duly cast at the Annual Meeting. In the event that the stockholders do
not approve the selection of Ernst & Young LLP, the Board of Directors will
reconsider its selection.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
12
<PAGE>
SHARE OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth information concerning the beneficial
ownership of Common Stock of Netscape as of March 31, 1998 for the following:
(i) each person or entity who is known by Netscape to own beneficially more than
5% of the outstanding shares of Netscape's Common Stock; (ii) each of Netscape's
current directors; (iii) each of the officers named in the Summary Compensation
Table; and (iv) all directors and executive officers of Netscape as a group.
<TABLE>
<CAPTION>
AMOUNT
AND
NATURE OF
BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) CLASS
- -------------------------------------------------------------------- ------------ -------------
<S> <C> <C>
James H. Clark(2) .................................................. 15,239,136 15.5%
c/o Netscape Communications Corporation
501 East Middlefield Road
Mountain View, CA 94043
The Capital Group Companies, Inc.(3) ............................... 7,379,850 7.5%
333 South Hope Street
Los Angeles, CA 90071
James L. Barksdale(4) .............................................. 4,798,259 4.9%
c/o Netscape Communications Corporation
501 East Middlefield Road
Mountain View, CA 94043
Marc L. Andreessen(5)............................................... 1,166,293 1.2%
L. John Doerr(6).................................................... 411,782 *
Michael J. Homer(7)................................................. 312,638 *
Larry K. Geisel(8).................................................. 65,752 *
John E. Warnock(9).................................................. 55,126 *
John M. Paul(10).................................................... 21,531 *
Eric A. Benhamou(11)................................................ 17,645 *
All directors and executive officers as a group (13 persons)(12).... 23,264,471 23.7%
</TABLE>
- ------------------------
* Less than 1%.
(1) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Exchange Act, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under
such rule, beneficial ownership includes any shares as to which the
individual or entity has voting power or investment power and any shares
that the individual has the right to acquire within 60 days of March 31,
1998 through the exercise of any stock option or other right. Unless
otherwise indicated in the footnotes, each person or entity has sole voting
and investment power (or shares such powers with his or her spouse) with
respect to the shares shown as beneficially owned.
(2) Includes (i) 55,136 shares subject to a repurchase right of Netscape upon
cessation of Dr. Clark's service to Netscape and (ii) 14,186,170 shares held
by Monaco Partners, L.P., of which Dr. Clark is the sole limited partner.
(3) This information was obtained from filings made with the Securities and
Exchange Commission (the "Commission") pursuant to Sections 13(d) and 13(g)
of the Exchange Act. Of such 7,379,850 shares, The Capital Group Companies,
Inc. has sole dispositive power only. The Capital Group Companies,
13
<PAGE>
Inc. is the parent holding company of a group of investment management
companies that hold investment power and, in some cases, voting power over
the shares reported in the Schedule 13(G). Capital Research and Management
Company, a registered investment adviser and wholly owned subsidiary of the
Capital Group Companies, Inc. is the beneficial owner of the shares.
(4) Includes (i) 1,056,000 shares subject to a repurchase right of Netscape
upon cessation of Mr. Barksdale's service to Netscape and (ii) 40,000 shares
held by a family member.
(5) Includes (i) 160,000 shares subject to a repurchase right of Netscape upon
cessation of Mr. Andreessen's service to Netscape, (ii) includes 21,666
shares exercisable within 60 days of March 31, 1998, and (iii) 10,038 shares
held by The Andreessen 1996 Charitable Remainder Unitrust DTD 2/1/96.
(6) This information was obtained from filings with the Commission pursuant to
Section 16 of the Exchange Act. Includes 253,264 shares, 98,041 shares,
4,790 shares, 3,237 shares and 7,718 shares held by Mr. Doerr, the Doerr
Irrevocable Children's Trust 5/26/94, the LJD (L. John Doerr) Trust VII, the
Doerr Trust DTD 3/16/92, and the Vallejo Foundation, respectively; and an
option for 44,732 shares exercisable within 60 days of March 31, 1998. Mr.
Doerr disclaims beneficial ownership of shares held by the Doerr Irrevocable
Children's Trust DTD 5/26/94, the LJD (L. John Doerr) Trust VII, the Doerr
Trust DTD 3/16/92, and Vallejo Foundation, except to the extent of any
indirect pecuniary interest therein.
(7) Includes (i) 108,000 shares subject to a repurchase right of Netscape upon
cessation of Mr. Homer's service to Netscape and (ii) 156,249 shares
exercisable within 60 days of March 31, 1998.
(8) Includes 64,800 shares exercisable within 60 days of March 31, 1998.
(9) Includes (i) 44,732 shares exercisable within 60 days of March 31, 1998 and
(ii) 84 shares held by family members.
(10) Includes 20,868 shares exercisable within 60 days of March 31, 1998.
(11) Includes 14,466 shares exercisable within 60 days of March 31, 1998.
(12) Includes (i) 568,043 shares issuable upon currently exercisable options,
(ii) 50,636 shares exercisable within 60 days of March 31, 1998 and (iii) an
aggregate of 1,811,136 shares subject to certain repurchase rights of
Netscape upon cessation of certain executive officers' service to Netscape,
which repurchase rights generally lapse at a rate of two percent per month.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act ("Section 16(a)") requires Netscape's
executive officers, directors, and persons who own more than ten percent of a
registered class of Netscape's equity securities ("10% Stockholders") to file
reports of ownership on a Form 3 and changes in ownership on a Form 4 or a Form
5 with the Commission and The Nasdaq Stock Market, Inc. Such executive officers,
directors, and 10% Stockholders are also required by Commission rules to furnish
Netscape with copies of all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms received by Netscape,
or written representations from certain reporting persons that no Forms 5 were
required for such persons, Netscape believes that during 1997 its executive
officers, directors, and 10% Stockholders complied with all applicable Section
16(a) filing requirements, except that Kandis Malefyt filed one late report
relating to a sale of shares; Eric Hahn filed one late report relating to a sale
of shares; and John Warnock filed one late report relating to a sale of shares
that were held by Adobe Corporation.
14
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Netscape's Compensation Committee is currently composed of Messrs. Doerr and
Warnock. No interlocking relationship exists between any member of Netscape's
Compensation Committee and any member of the compensation committee of any other
company, nor has any such interlocking relationship existed in the past. No
member of the Compensation Committee is or was formerly an officer or an
employee of Netscape. In April 1998, the Board of Directors unanimously approved
the 1998 Stock Option Plan (the "1998 Plan"). Subject to certain provisions of
the 1998 Plan, the maximum aggregate number of shares of Common Stock which may
be optioned and sold under the 1998 Plan is 500,000. The purposes of the 1998
Plan are to attract and retain the best available personnel, to provide
additional incentives to employees, and to promote the success of Netscape's
business. These shares will be issued to Netscape employees, excluding officers
and directors.
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning total
compensation received by the Chief Executive Officer and each of the four most
highly compensated executive officers during the last fiscal year (the "Named
Officers") for services rendered to Netscape during each of the last three
fiscal years.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------- AWARDS/SECURITIES ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS UNDERLYING OPTIONS COMPENSATION
- ---------------------------------------------- --------- ---------- ---------- ------------------ -------------
<S> <C> <C> <C> <C> <C>
1997 $ 1.00 -- 300,200(1) --
James L. Barksdale ........................... 1996 $ 100,000 -- -- --
President and Chief Executive Officer 1995 $ 96,154 -- 8,400,000 $ 32,702
Michael J. Homer ............................. 1997 $ 175,000 $ 100,000 75,200 --
Executive Vice President and General 1996 $ 175,000 $ 53,594 -- --
Manager, Website 1995 $ 175,000 -- 800,000 --
1997 $ 150,000 $ 100,000 100,200 --
Marc L. Andreessen ........................... 1996 $ 150,000 $ 49,668 -- --
Executive Vice President, Products 1995 $ 125,385 -- 2,000,000 --
Larry K. Geisel .............................. 1997 $ 220,000 -- 40,200 $ 60,000(2)
Senior Vice President, Information Systems 1996 $ 165,385 $ 103,250 200,000 --
and Chief Information Officer 1995 -- -- -- --
John M. Paul ................................. 1997 $ 216,695 $ 1,617 100,200 $ 163,369(3)
Senior Vice President and General Manager, 1996 -- -- 60,000 --
Server Products Division 1995 -- -- -- --
</TABLE>
- ------------------------
(1) In April 1998, Mr. Barksdale elected to return a stock option grant of
300,000 shares made in April 1997.
(2) Represents $50,000 of indebtedness and $10,000 of interest on such
indebtedness forgiven by Netscape, which indebtedness consists of a portion
of the principal amount of a loan provided to Mr. Geisel in connection with
relocation expenses. See "Transactions with Management."
(3) Represents reimbursement provided to Mr. Paul in connection with relocation
expenses. See "Transactions with Management."
15
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth, as to the Named Officers, information
concerning stock options granted during the year ended December 31, 1997.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------
PERCENT OF
TOTAL POTENTIAL REALIZABLE VALUE
NUMBER OF OPTIONS AT ASSUMED ANNUAL RATES OF
SECURITIES GRANTED TO STOCK PRICE APPRECIATION
UNDERLYING EMPLOYEES IN EXERCISE FOR OPTION TERM(4)
OPTIONS FISCAL PRICE PER EXPIRATION ---------------------------
NAME GRANTED(1) YEAR(2) SHARE DATE(3) 5% 10%
- ------------------------------- ------------ ------------ ---------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
James L. Barksdale............. 300,000(5) 4.1519% $ 27.5000 04/23/07 $ 5,188,380 $ 13,148,375
200(6) 0.0027% $ 37.8750 07/07/07 $ 4,763 $ 12,072
Michael J. Homer............... 75,000(7) 1.0379% $ 27.5000 04/23/07 $ 1,297,095 $ 3,287,093
200(6) 0.0027% $ 37.8750 07/07/07 $ 4,763 $ 12,072
Marc L. Andreessen............. 100,000(7) 1.3839% $ 27.5000 04/23/07 $ 1,729,460 $ 4,382,791
200(6) 0.0027% $ 37.8750 07/07/07 $ 4,763 $ 12,072
Larry K. Geisel................ 40,000(8) 0.5535% $ 47.8750 01/08/07 $ 1,204,333 $ 3,052,016
200(6) 0.0027% $ 37.8750 07/07/07 $ 4,763 $ 12,072
John M. Paul................... 60,000(8) 0.8303% $ 26.3750 04/10/07 $ 995,225 $ 2,522,097
200(6) 0.0027% $ 37.8750 07/07/07 $ 4,763 $ 12,072
40,000(8) 0.5535% $ 38.1875 08/20/07 $ 960,636 $ 2,434,441
</TABLE>
- ------------------------
(1) The options in this table are incentive stock options or nonstatutory stock
options, except as otherwise provided, granted under the 1995 Stock Plan and
have exercise prices equal to the fair market value on the date of grant.
All such options have ten-year terms.
(2) Netscape granted (or assumed) options to purchase 7,225,564 shares of Common
Stock to employees in fiscal 1997.
(3) The options in this table may terminate before their expiration upon the
termination of optionee's status as an employee or consultant or upon the
optionee's disability or death.
(4) Under rules promulgated by the Commission, the amounts in these two columns
represent the hypothetical gain or "option spread" that would exist for the
options in this table based on assumed stock price appreciation from the
date of grant until the end of such options' ten-year term at assumed annual
rates of 5% and 10%. Annual compounding results in total appreciation of 63%
(at 5% per year) and 159% (at 10% per year). If the price of Netscape's
Common Stock were to increase at such rates from the price at 1997 year end
($24.375 per share) over the next 10 years, the resulting stock price at 5%
and 10% appreciation would be $40 and $63, respectively. The 5% and 10%
assumed annual rates of appreciation are specified in the Commission rules
and do not represent Netscape's estimate or projection of future stock price
growth. Netscape does not necessarily agree that this method can properly
determine the value of an option.
(5) In April 1998, Mr. Barksdale elected to return to Netscape this stock option
grant, which was granted in April 1997.
(6) Vests fully one year from the date of grant.
(7) Vests over a period of 60 months at a rate of 1.667% per month commencing on
the grant date.
(8) Vests over a period of 50 months at a rate of 20% of the shares subject to
the options at the end of 10 months from the vesting commencement date and
2% per month thereafter.
16
<PAGE>
OPTION EXERCISES AND HOLDINGS
The following table sets forth, as to the Named Officers, certain
information concerning the number of shares subject to both exercisable and
unexercisable stock options as of December 31, 1997. Also reported are values
for "in-the-money" options that represent the positive spread between the
respective exercise prices of outstanding stock options and the fair market
value of Netscape's Common Stock as of December 31, 1997.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE- MONEY OPTIONS AT
AT FISCAL YEAR END FISCAL YEAR END($)(1)
--------------------------- ---------------------------
<S> <C> <C> <C> <C>
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------------------------- ------------ ------------- ------------ -------------
James L. Barksdale...................................... 40,000(2) 260,200(3) -- --
Michael J. Homer........................................ 130,000 65,200 $ 2,925,000 --
Marc L. Andreessen...................................... 13,332 86,868 -- --
Larry K. Geisel......................................... 50,800 89,400 -- --
John M. Paul............................................ 2,666 97,534 -- --
</TABLE>
- ------------------------
(1) Market value of underlying securities based on the closing price of
Netscape's Common Stock on December 31, 1997 (the last trading day of fiscal
1997) on the Nasdaq National Market of $24.375 minus the exercise price.
(2) Includes 40,000 shares subject to an option granted in April 1997 that Mr.
Barksdale elected to return to Netscape in April 1998.
(3) Includes 260,000 shares subject to an option granted in April 1997 that Mr.
Barksdale elected to return to Netscape in April 1998.
EMPLOYMENT AGREEMENTS
Netscape has an employment agreement with James L. Barksdale, Netscape's
President and Chief Executive Officer, which is terminable at will by either
Netscape or Mr. Barksdale. In connection with such agreement, Mr. Barksdale was
granted an option to purchase 8,000,000 shares of Netscape's Common Stock at an
exercise price of $0.0563 per share. The option was immediately exercisable,
with 4,000,000 shares vesting immediately upon grant and an additional 80,000
shares vesting per month thereafter. Netscape retains the right to repurchase
any unvested shares at $0.0563 per share upon the cessation of Mr. Barksdale's
service for any reason. Upon a change in control of Netscape, Netscape or its
successor entity shall be obligated to employ Mr. Barksdale until all shares
subject to his option have vested in full.
TRANSACTIONS WITH MANAGEMENT
In April 1996, Netscape loaned $100,000 to Larry K. Geisel, an officer of
Netscape, to assist in his relocation to the San Francisco Bay Area. The loan is
unsecured, bears no interest, and may be forgiven by Netscape over two years at
a rate of 50% per year. However, upon the occurrence of certain events of
default, the entire unpaid principal balance will bear interest at 10%, and the
loan will become due and payable upon certain other events of default. The
largest aggregate amount of indebtedness outstanding at any time in 1997 was
$100,000 plus any accrued interest, of which $50,000 of indebtedness and $10,000
of accrued interest was forgiven on March 4, 1997, and the remaining balance of
$50,000 and any accrued interest was forgiven on March 4, 1998.
In April 1997, Netscape granted an option to purchase 60,000 shares to John
M. Paul, an officer of Netscape, conditioned upon the surrender and cancellation
of his existing option for 60,000 shares that was granted in December 1996 and
the execution by Mr. Paul and Netscape of the standard form of Stock
17
<PAGE>
Option Agreement. In 1997, Netscape reimbursed $163,369 to Mr. Paul to assist in
his relocation to the San Francisco Bay Area.
In June 1997, Netscape acquired DigitalStyle Corporation in a transaction
exempt from the registration provisions of the Securities Act of 1933, as
amended, afforded by Rule 506 under Regulation D thereof. The Andreessen 1996
Charitable Remainder Trust, of which Marc L. Andreessen, an executive officer of
Netscape, is a trustee and income beneficiary, exchanged 50,000 shares of
DigitalStyle Series A preferred stock for 10,038 shares of Netscape Common
Stock. The Trust owned less than 1% of DigitalStyle immediately prior to the
acquisition.
Netscape believes that all of the transactions set forth above were made on
terms no less favorable to Netscape than could have been obtained from
unaffiliated third parties. All future transactions, including loans, between
Netscape and its officers, directors and principal stockholders and their
affiliates will be approved by a majority of the Board of Directors, including a
majority of the independent and disinterested directors of the Board of
Directors, and will be on terms no less favorable to Netscape than could be
obtained from unaffiliated third parties.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
NOTWITHSTANDING ANY STATEMENT TO THE CONTRARY IN ANY OF NETSCAPE'S PREVIOUS
OR FUTURE FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, THIS REPORT SHALL
NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
The Compensation Committee of the Board of Directors (the "Committee")
consists of directors L. John Doerr and John E. Warnock, neither of whom is an
employee or officer of Netscape. The Committee sets policy and administers
Netscape's cash and equity incentive programs for the purpose of attracting and
retaining highly skilled executives who will promote Netscape's business goals
and build long-term stockholder value. The Committee is also responsible for
reviewing and making recommendations to the Board of Directors regarding all
forms of compensation to be provided to the executive officers of Netscape,
including stock compensation and loans, and all bonus and stock compensation to
all employees.
COMPENSATION PHILOSOPHY AND POLICIES
The policy of the Committee is to attract and retain key personnel through
the payment of competitive base salaries and to encourage and reward performance
through bonuses and stock ownership. The Committee's objectives are to:
- ensure that there is an appropriate relationship between executive
compensation and the creation of stockholder value;
- ensure that the total compensation program will motivate, retain, and
attract executives of outstanding abilities; and
- ensure that current cash and equity incentive opportunities are
competitive with comparable companies.
ELEMENTS OF COMPENSATION
Compensation for officers and key employees includes: (i) annual cash
compensation in the form of base salary and bonuses, (ii) equity elements, and
(iii) employee benefits available to all employees of Netscape, such as health
insurance and an employee "401(k)" plan.
SALARY AND BONUS. Cash compensation consists of base salary, which is
determined on the basis of the level of responsibility, expertise, and
experience of the employee and competitive conditions in the industry. The
Committee believes that the salaries of Netscape's officers are comparable to
other similarly
18
<PAGE>
situated officers in the software industry. In addition, cash bonuses may be
awarded to officers and other key employees. Compensation of sales personnel
also includes sales commissions.
EQUITY ELEMENTS. Ownership of Netscape's Common Stock is a key element of
executive compensation. Officers and other employees of Netscape are eligible to
participate in the Option Plan and the Purchase Plan. The Option Plan permits
the Board of Directors or the Committee to grant stock options to employees on
such terms as the Board or the Committee may determine. The Committee has
authority to grant stock options to executive officers of Netscape and is
currently administering stock option grants to all employees. In determining the
size of a stock option grant to a new officer or other key employee, the
Committee takes into account equity participation by comparable employees within
Netscape, external competitive circumstances and other relevant factors.
Additional options may be granted to current employees to reward exceptional
performance or to provide additional unvested equity incentives. These options
typically vest over 50 months and thus require the employee's continuing
services to Netscape. The Purchase Plan permits employees to acquire Common
Stock of Netscape through payroll deductions and promotes broad-based equity
participation throughout Netscape. The Committee believes that such stock plans
align the interests of the employees with the long-term interests of the
stockholders.
BENEFITS. Netscape believes that it must offer a competitive benefit
program to attract and retain officers and key employees. During 1997, Netscape
provided medical and other benefits to its executive officers that are generally
available to Netscape's other employees. Additionally, Netscape maintains a
401(k) Plan to provide retirement benefits through tax-deferred salary
deductions for all its employees. Netscape did not make contributions to the
401(k) Plan in 1997.
1997 EXECUTIVE COMPENSATION
Executive compensation for 1997 included base salary and cash bonuses, plus,
in the case of sales executives, sales commissions. For 1997, Netscape
implemented a bonus plan for its employees. Bonus awards for executive officers
were based on the following measures of Netscape's performance: total revenues,
operating income, and the market share of certain of Netscape's products.
CHIEF EXECUTIVE OFFICER COMPENSATION FOR 1997
James L. Barksdale joined Netscape as President and Chief Executive Officer
in January 1995. For 1997, Mr. Barksdale elected to receive a salary of $1.00
and to return an option grant of 300,000 shares made in April 1997. Mr.
Barksdale believes that his compensation should be linked to the long-term
interests of Netscape's stockholders. Accordingly, through his ownership
position in Netscape's Common Stock, Mr. Barksdale's pecuniary interests are
aligned with those of Netscape's stockholders. For the same reasons, Mr.
Barksdale has elected to receive a salary of $1.00 for 1998.
STOCK OPTION REPRICING
On January 28, 1998, Netscape gave certain employees, who held outstanding
options to purchase Netscape Common Stock at prices above the January 28, 1998
market closing price of $16.8125, the opportunity to change the exercise price
of such options to the market closing price on January 28, 1998. Netscape's
Board of Directors, Chief Executive Officer, and Executive Vice Presidents were
not eligible to and did not participate in the repricing.
COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
L. John Doerr
John E. Warnock
19
<PAGE>
NETSCAPE STOCK PRICE PERFORMANCE GRAPH
The following graph compares the cumulative total return to stockholders on
Netscape's Common Stock with the cumulative total return of the S&P 500 Index
and the Morgan Stanley Technology Index. The graph assumes that $100 was
invested on August 9, 1995 in Netscape's Common Stock, the S&P 500 Index, and
the Morgan Stanley Technology Index, including reinvestment of dividends. No
dividends have been declared or paid on Netscape's Common Stock. Note that
historic stock price performance is not necessarily indicative of future stock
price performance.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DATE
<S> <C> <C> <C>
Netscape Morgan Stanley
Communications S&P 500 High Tech Index
09-Aug-95 100.0000 100.0000 100.0000
10-Aug-95 88.1974 99.5962 99.4694
11-Aug-95 89.2704 99.1781 100.0973
14-Aug-95 87.9828 100.0054 102.0469
15-Aug-95 93.7768 99.7963 102.3765
16-Aug-95 95.4936 100.0465 105.8801
17-Aug-95 94.2060 99.8803 106.1847
18-Aug-95 90.3434 99.9107 105.9461
21-Aug-95 87.5537 99.7141 101.8994
22-Aug-95 86.9099 99.9661 103.6449
23-Aug-95 89.2704 99.5408 104.1566
24-Aug-95 87.9828 99.5980 102.7721
25-Aug-95 87.9828 100.0697 101.8899
28-Aug-95 87.5537 99.8821 98.9106
29-Aug-95 82.8326 100.0518 98.6281
30-Aug-95 80.0429 100.2162 99.4192
31-Aug-95 84.9785 100.3877 100.9167
01-Sep-95 83.6910 100.7379 99.9561
05-Sep-95 79.3991 101.6902 103.6009
06-Sep-95 83.6910 101.8688 104.8378
07-Sep-95 86.2661 101.8903 104.7656
08-Sep-95 86.2661 102.3173 105.8017
11-Sep-95 91.4163 102.5370 106.7623
12-Sep-95 89.6996 103.0016 105.5160
13-Sep-95 87.1245 103.4053 105.9681
14-Sep-95 86.2661 104.2701 105.4626
15-Sep-95 91.4163 104.2236 102.3577
18-Sep-95 90.1288 104.1200 103.6668
19-Sep-95 91.6309 104.3755 106.5928
20-Sep-95 93.9914 104.8346 106.6242
21-Sep-95 100.8584 104.1611 105.1267
22-Sep-95 107.7253 103.9342 104.1943
25-Sep-95 115.0215 103.9485 103.3121
26-Sep-95 108.5837 103.8770 102.0030
27-Sep-95 107.7253 103.8109 100.7503
28-Sep-95 109.8713 104.6738 104.5208
29-Sep-95 107.2961 104.4130 102.2918
02-Oct-95 101.2876 103.9324 100.0848
03-Oct-95 98.7125 104.0432 99.2685
04-Oct-95 96.9957 103.8877 95.7743
05-Oct-95 104.7210 104.0950 99.3407
06-Oct-95 108.5837 104.0700 97.9092
09-Oct-95 106.0086 103.3339 93.7243
10-Oct-95 103.8627 103.1820 94.2800
11-Oct-95 108.5837 103.5286 97.4602
12-Oct-95 113.3047 104.1789 99.5856
13-Oct-95 115.4507 104.4291 99.1210
16-Oct-95 112.0172 104.1665 98.6218
17-Oct-95 117.1674 104.8364 102.9479
18-Oct-95 120.6009 104.9544 105.1769
19-Oct-95 119.7425 105.5279 105.6353
20-Oct-95 119.7425 104.9579 103.2713
23-Oct-95 125.3219 104.5291 104.5867
24-Oct-95 136.9100 104.7936 104.9854
25-Oct-95 150.6438 104.0664 103.7139
26-Oct-95 145.4936 103.0391 104.2100
27-Oct-95 139.9142 103.5715 106.0748
30-Oct-95 151.9313 104.2057 109.2833
31-Oct-95 151.0730 103.8931 108.1028
01-Nov-95 152.7897 104.3790 108.8909
02-Nov-95 168.6695 105.3617 111.5374
03-Nov-95 163.5193 105.5136 113.3991
06-Nov-95 154.5064 105.1366 111.7195
07-Nov-95 163.0900 104.7542 108.0934
08-Nov-95 169.9571 105.7172 107.4404
09-Nov-95 172.1030 105.9942 111.6944
10-Nov-95 167.3820 105.8977 112.5577
13-Nov-95 166.0944 105.8227 110.4920
14-Nov-95 165.6652 105.2849 106.6054
15-Nov-95 164.3777 106.1192 107.1704
16-Nov-95 172.9614 106.7231 108.2159
17-Nov-95 189.6996 107.2109 107.4624
20-Nov-95 199.5708 106.6356 102.0344
21-Nov-95 184.9785 107.2413 101.2024
22-Nov-95 181.1159 106.9125 100.1821
24-Nov-95 188.4120 107.1930 102.3765
27-Nov-95 190.5579 107.4342 101.9339
28-Nov-95 224.8927 108.3508 107.1139
29-Nov-95 240.3434 108.5634 108.3791
30-Nov-95 237.3391 108.1578 108.4105
01-Dec-95 235.6223 108.4454 106.0465
04-Dec-95 256.6523 109.6425 107.9019
05-Dec-95 293.5622 110.3571 106.9695
06-Dec-95 276.8240 110.8038 105.5348
07-Dec-95 227.4678 110.0874 103.9777
08-Dec-95 220.6009 110.3214 106.3040
11-Dec-95 211.5880 110.6859 106.3762
12-Dec-95 234.3348 110.5537 103.5381
13-Dec-95 248.9270 111.0736 103.1206
14-Dec-95 233.0472 110.2214 98.7725
15-Dec-95 224.0343 110.1177 97.0364
18-Dec-95 223.6052 108.4151 93.7463
19-Dec-95 248.7124 109.3298 99.4067
20-Dec-95 224.8927 108.2596 97.0960
21-Dec-95 243.3476 109.0726 99.3501
22-Dec-95 239.4850 109.3352 100.3108
26-Dec-95 245.4936 109.7533 100.8037
27-Dec-95 239.4850 109.7944 100.0534
28-Dec-95 235.6223 109.7211 98.5182
29-Dec-95 238.6266 110.0445 99.1335
02-Jan-96 232.4034 110.9021 100.2009
03-Jan-96 217.1674 111.0075 97.1620
04-Jan-96 224.4635 110.3607 95.2658
05-Jan-96 239.0558 110.1839 95.7241
08-Jan-96 234.0129 110.4965 95.6959
09-Jan-96 219.9034 108.8867 89.5740
10-Jan-96 222.1030 106.9268 89.7121
11-Jan-96 241.6309 107.6790 94.2235
12-Jan-96 235.6223 107.5218 93.7777
15-Jan-96 224.0343 107.1662 89.2977
16-Jan-96 233.4764 108.7063 91.9191
17-Jan-96 232.1888 108.3365 92.4874
18-Jan-96 235.6223 108.6706 94.1607
19-Jan-96 248.2833 109.3120 96.1291
22-Jan-96 276.3948 109.5925 98.4554
23-Jan-96 269.0987 109.4835 98.2984
24-Jan-96 270.8154 110.7645 100.6624
25-Jan-96 262.2318 110.2410 98.1917
26-Jan-96 269.5279 111.0611 98.7066
29-Jan-96 272.5322 111.5256 98.3769
30-Jan-96 286.6953 112.5851 99.9435
31-Jan-96 281.9742 113.6339 100.7723
01-Feb-96 258.7983 114.0698 102.5932
02-Feb-96 255.7940 113.6017 102.8255
05-Feb-96 244.6352 114.6004 106.4170
06-Feb-96 247.8541 115.4759 107.1234
07-Feb-96 232.6180 116.1191 105.8425
08-Feb-96 227.4678 117.2161 107.3463
09-Feb-96 224.8927 117.2697 106.8816
12-Feb-96 211.1588 118.1773 106.9099
13-Feb-96 215.4506 118.0093 105.2271
14-Feb-96 219.7425 117.1285 104.6903
15-Feb-96 215.4506 116.3674 105.0576
16-Feb-96 217.1674 115.7707 105.3339
20-Feb-96 212.8755 114.4611 106.1219
21-Feb-96 219.3133 115.7921 108.4576
22-Feb-96 212.8755 117.7145 111.1167
23-Feb-96 209.4421 117.7538 110.7337
26-Feb-96 191.4163 116.2138 109.3461
27-Feb-96 184.5494 115.6385 108.1939
28-Feb-96 176.8240 115.1936 107.4342
29-Feb-96 175.1073 114.4218 104.8316
01-Mar-96 184.1200 115.1257 99.3878
04-Mar-96 177.6824 116.2763 97.6737
05-Mar-96 172.1030 117.1660 99.8587
06-Mar-96 154.5064 116.4889 98.3392
07-Mar-96 133.0472 116.7837 98.3298
08-Mar-96 137.3391 113.1836 96.5655
11-Mar-96 158.7983 114.3485 99.1524
12-Mar-96 155.3648 113.8250 98.4334
13-Mar-96 148.9270 114.0859 100.5651
14-Mar-96 144.2060 114.5004 100.1067
15-Mar-96 147.6395 114.6004 102.3075
18-Mar-96 148.4978 116.6050 105.1644
19-Mar-96 150.6438 116.4335 104.3669
20-Mar-96 157.9400 116.1280 101.4065
21-Mar-96 149.3562 115.9869 99.4820
22-Mar-96 146.7811 116.2423 99.8587
25-Mar-96 139.4850 116.1387 97.1808
26-Mar-96 133.0472 116.6622 97.0929
27-Mar-96 133.0472 115.9368 98.5433
28-Mar-96 132.1888 115.9422 98.7128
29-Mar-96 142.4893 115.3276 99.3627
01-Apr-96 152.7897 116.7980 99.7645
02-Apr-96 148.0687 117.0713 99.8305
03-Apr-96 148.4978 117.1821 100.3265
04-Apr-96 156.6524 117.1785 100.0094
08-Apr-96 166.5236 115.1025 100.6185
09-Apr-96 169.0987 114.7362 100.9010
10-Apr-96 180.2575 113.1836 101.1365
11-Apr-96 184.5494 112.7691 99.9498
12-Apr-96 173.3905 113.7571 98.3550
15-Apr-96 180.6867 114.7898 99.7206
16-Apr-96 187.1245 115.2383 102.2667
17-Apr-96 185.4077 114.6326 100.4709
18-Apr-96 191.4163 114.9899 102.5932
19-Apr-96 189.6996 115.2508 102.1160
22-Apr-96 198.7124 115.7546 104.2445
23-Apr-96 212.0172 116.4139 106.5175
24-Apr-96 219.7425 116.1619 108.0401
25-Apr-96 221.4592 116.6443 108.9254
26-Apr-96 212.0172 116.7497 108.8846
29-Apr-96 212.4464 116.8748 108.5424
30-Apr-96 209.4421 116.8766 108.4231
01-May-96 203.0043 116.9498 109.3932
02-May-96 193.1330 114.9488 107.4907
03-May-96 193.9914 114.6362 107.8580
06-May-96 204.2918 114.4896 108.7810
07-May-96 198.2833 114.0340 108.1060
08-May-96 204.2918 115.1972 107.6696
09-May-96 200.8584 115.3169 106.5583
10-May-96 206.8670 116.5050 108.3446
13-May-96 219.7425 118.1880 111.1261
14-May-96 228.3262 118.9187 111.9989
15-May-96 239.4850 118.8866 111.9141
16-May-96 236.0515 118.7847 112.6111
17-May-96 242.9184 119.5101 112.1150
20-May-96 236.0515 120.2676 111.9204
21-May-96 244.6352 120.1980 110.2628
22-May-96 256.6523 121.2092 110.0587
23-May-96 257.5107 120.7768 109.8703
24-May-96 253.6481 121.2253 108.9599
28-May-96 242.0600 120.1033 108.1499
29-May-96 235.1931 119.3350 106.1470
30-May-96 240.3434 120.0086 107.8768
31-May-96 233.6910 119.5476 110.0367
03-Jun-96 225.7511 119.2903 108.2818
04-Jun-96 220.6009 120.1622 108.4325
05-Jun-96 216.3090 121.2128 108.9976
06-Jun-96 206.8670 120.2462 106.1564
07-Jun-96 213.7339 120.2962 107.3902
10-Jun-96 222.3176 120.0907 106.9256
11-Jun-96 228.3262 119.8781 106.8314
12-Jun-96 222.3176 119.5333 106.5802
13-Jun-96 217.1674 119.3332 105.7295
14-Jun-96 212.4464 118.9634 103.9211
17-Jun-96 210.7296 118.8401 102.6779
18-Jun-96 194.8500 118.2863 100.0597
19-Jun-96 185.8369 118.2684 100.6718
20-Jun-96 179.3991 118.2934 101.7675
21-Jun-96 188.8412 119.1403 101.6639
24-Jun-96 200.0000 119.4994 102.1662
25-Jun-96 201.7167 119.4333 100.5243
26-Jun-96 199.1416 118.7026 98.2639
27-Jun-96 209.4421 119.4458 101.2526
28-Jun-96 213.7339 119.8174 102.0438
01-Jul-96 220.6009 120.7554 104.1692
02-Jul-96 217.1674 120.3498 103.2462
03-Jul-96 209.4421 120.1336 101.2307
05-Jul-96 200.0000 117.4608 98.9546
08-Jul-96 189.0558 116.5854 98.7756
09-Jul-96 188.8412 116.9802 98.5308
10-Jul-96 186.2661 117.2143 98.3204
11-Jul-96 173.3905 115.3580 94.2015
12-Jul-96 166.5236 115.4509 93.2534
15-Jul-96 155.3648 112.5226 88.1487
16-Jul-96 165.6652 112.2671 89.2977
17-Jul-96 176.1803 113.2855 92.1044
18-Jul-96 193.9914 114.9810 94.8294
19-Jul-96 181.9742 114.1180 92.9803
22-Jul-96 159.6567 113.2319 91.7810
23-Jul-96 145.0644 111.9991 88.0702
24-Jul-96 149.3562 111.9598 89.4578
25-Jul-96 151.9313 112.7673 92.7605
26-Jul-96 143.3476 113.6124 95.8968
29-Jul-96 138.1974 112.7209 93.5610
30-Jul-96 135.6223 113.4981 95.2752
31-Jul-96 135.6223 114.3360 96.2201
01-Aug-96 148.0687 116.1352 97.9186
02-Aug-96 155.3648 118.3631 100.9293
05-Aug-96 151.5022 117.9593 99.1963
06-Aug-96 164.8069 118.3434 100.8351
07-Aug-96 165.2361 118.6614 103.9274
08-Aug-96 162.2318 118.3810 103.5130
09-Aug-96 153.2189 118.2934 102.8820
12-Aug-96 143.3476 118.9491 102.1976
13-Aug-96 137.3391 117.9539 100.2009
14-Aug-96 134.3348 118.2845 101.2369
15-Aug-96 131.3305 118.3256 101.3908
16-Aug-96 133.4764 118.8491 100.8257
19-Aug-96 125.3219 119.0938 101.1333
20-Aug-96 127.8970 118.9348 100.0691
21-Aug-96 127.8970 118.8240 100.5463
22-Aug-96 131.3305 119.8263 102.4111
23-Aug-96 130.4721 119.1742 102.4299
26-Aug-96 132.1888 118.6114 101.5258
27-Aug-96 127.4678 119.0617 102.2227
28-Aug-96 125.7511 118.7776 102.6528
29-Aug-96 124.0343 117.4537 100.9356
30-Aug-96 121.4592 116.4871 99.7551
03-Sep-96 125.7511 116.9749 100.2794
04-Sep-96 125.7511 117.1339 100.4866
05-Sep-96 120.1717 116.0315 97.6172
06-Sep-96 127.4678 117.1464 99.1115
09-Sep-96 126.6094 118.5900 99.6170
10-Sep-96 124.4635 118.5989 99.3627
11-Sep-96 127.8970 119.2189 100.3673
12-Sep-96 124.0343 119.9103 101.4065
13-Sep-96 133.0472 121.5880 105.2240
16-Sep-96 148.9270 122.2026 106.5834
17-Sep-96 157.9400 122.0168 109.1797
18-Sep-96 146.3519 121.7541 109.3178
19-Sep-96 156.2232 122.0275 110.3507
20-Sep-96 174.6781 122.7475 111.3302
23-Sep-96 167.3820 122.6492 109.8860
24-Sep-96 169.9571 122.4938 111.5280
25-Sep-96 163.9485 122.5331 113.2641
26-Sep-96 163.9485 122.5384 112.5106
27-Sep-96 169.9571 122.5974 111.3584
30-Sep-96 159.2275 122.7975 110.6772
01-Oct-96 162.2318 123.1138 109.6004
02-Oct-96 164.8069 123.9946 111.1952
03-Oct-96 154.5064 123.7748 109.7919
04-Oct-96 143.3476 125.3256 111.6253
07-Oct-96 145.9227 125.6615 113.4587
08-Oct-96 143.3476 125.1791 112.1590
09-Oct-96 136.9100 124.4823 113.1448
10-Oct-96 137.3391 124.1018 113.1573
11-Oct-96 140.7725 125.1827 114.8400
14-Oct-96 154.0773 125.6972 115.3392
15-Oct-96 151.9313 125.5239 115.0002
16-Oct-96 156.2232 125.8527 114.0207
17-Oct-96 152.7897 126.3136 111.4275
18-Oct-96 157.0815 126.9979 112.6299
21-Oct-96 153.6481 126.8246 110.9409
22-Oct-96 152.7897 126.2386 109.6066
23-Oct-96 171.2446 126.3637 110.3727
24-Oct-96 164.8069 125.4739 109.7636
25-Oct-96 158.7983 125.2291 108.8249
28-Oct-96 160.5150 124.5752 107.5849
29-Oct-96 159.2275 125.3328 106.4327
30-Oct-96 158.3691 125.2256 108.1531
31-Oct-96 151.9313 126.0063 109.7102
01-Nov-96 157.9400 125.7383 109.6883
04-Nov-96 160.5150 126.2672 109.4026
05-Nov-96 165.6652 127.5911 111.7352
06-Nov-96 172.5322 129.4581 114.4602
07-Nov-96 183.2618 130.0048 115.7254
08-Nov-96 190.1288 130.5712 116.5353
11-Nov-96 184.5494 130.7588 117.7472
12-Nov-96 187.9828 130.3461 116.5573
13-Nov-96 194.8500 130.6266 117.2574
14-Nov-96 193.9914 131.4752 119.7281
15-Nov-96 200.2146 131.7861 119.6591
18-Nov-96 198.7124 131.6789 118.2871
19-Nov-96 197.4249 132.5972 120.2367
20-Nov-96 198.2833 132.9171 121.3700
21-Nov-96 193.9914 132.7027 120.2053
22-Nov-96 187.1245 133.7711 123.6210
25-Nov-96 186.2661 135.2540 123.6147
26-Nov-96 186.2661 135.0628 123.7309
27-Nov-96 191.8455 134.8913 125.4513
29-Nov-96 191.8455 135.2522 125.8594
02-Dec-96 205.5794 135.1700 128.0507
03-Dec-96 205.1500 133.6907 127.3601
04-Dec-96 206.0086 133.1225 127.0838
05-Dec-96 201.7167 132.9939 127.0430
06-Dec-96 198.7124 132.1400 125.8877
09-Dec-96 206.0086 133.9551 129.4321
10-Dec-96 216.3090 133.5584 127.2941
11-Dec-96 220.6545 132.3417 126.5061
12-Dec-96 218.0258 130.3050 124.4184
13-Dec-96 207.7253 130.1817 122.5693
16-Dec-96 192.2747 128.8131 118.4567
17-Dec-96 186.6953 129.7172 119.7407
18-Dec-96 180.2575 130.7000 124.9521
19-Dec-96 187.5536 133.2404 125.2755
20-Dec-96 185.4077 133.7961 124.2050
23-Dec-96 181.1159 133.4477 122.2679
24-Dec-96 181.9742 134.1820 123.3793
26-Dec-96 191.8455 135.0378 124.1955
27-Dec-96 186.6953 135.2111 122.3496
30-Dec-96 188.8412 134.6858 121.3449
31-Dec-96 195.2790 132.3435 120.2524
02-Jan-97 190.5579 131.6771 118.6607
03-Jan-97 193.9914 133.6460 123.0622
06-Jan-97 185.8369 133.5781 124.6978
07-Jan-97 201.7167 134.5750 126.4528
08-Jan-97 164.3777 133.7139 124.4278
09-Jan-97 166.0944 134.8645 125.1185
10-Jan-97 157.0815 135.6953 127.3130
13-Jan-97 160.5150 135.6971 127.4354
14-Jan-97 145.0644 137.3676 129.4509
15-Jan-97 145.0644 137.0710 127.2125
16-Jan-97 143.7768 137.5266 129.4070
17-Jan-97 147.6395 138.6736 131.7678
20-Jan-97 148.4978 138.7683 132.4742
21-Jan-97 145.4936 139.8438 132.3141
22-Jan-97 142.4893 140.4709 132.3988
23-Jan-97 133.9056 138.9219 130.1353
24-Jan-97 130.0429 137.6642 126.3617
27-Jan-97 127.4678 136.6815 124.3023
28-Jan-97 130.4721 136.6815 124.7920
29-Jan-97 126.6094 138.0179 124.9239
30-Jan-97 122.3176 140.1029 127.5170
31-Jan-97 130.0429 140.4584 128.2800
03-Feb-97 129.6137 140.5603 127.1591
04-Feb-97 127.8970 141.0123 126.0917
05-Feb-97 124.6781 139.0506 121.6432
06-Feb-97 124.0343 139.3847 122.5787
07-Feb-97 129.1845 141.0659 124.9772
10-Feb-97 124.4635 140.3280 120.3309
11-Feb-97 119.3133 141.0713 119.0814
12-Feb-97 122.3176 143.4261 124.9270
13-Feb-97 125.7511 145.0430 127.0932
14-Feb-97 124.8927 144.4462 126.0792
18-Feb-97 122.7468 145.8416 125.3728
19-Feb-97 120.6009 145.1627 126.1043
20-Feb-97 115.8798 143.4314 122.8958
21-Feb-97 105.1502 143.2474 119.0343
24-Feb-97 107.9399 144.7678 121.0216
25-Feb-97 111.1588 145.0930 122.3778
26-Feb-97 106.4378 143.9460 122.3652
27-Feb-97 99.1416 142.0503 117.1915
28-Feb-97 100.0000 141.2910 117.2040
03-Mar-97 99.5708 142.0932 117.5274
04-Mar-97 102.1459 141.3142 119.1944
05-Mar-97 95.7082 143.2867 120.1520
06-Mar-97 89.2704 142.6739 117.9512
07-Mar-97 90.9871 143.8191 117.1130
10-Mar-97 101.7167 145.3700 118.8491
11-Mar-97 95.2790 144.9572 118.1992
12-Mar-97 93.5622 143.6923 117.0471
13-Mar-97 93.9914 141.0659 116.4286
14-Mar-97 92.7039 141.7109 116.1460
17-Mar-97 93.9914 142.1647 113.9296
18-Mar-97 90.5579 141.0838 112.3003
19-Mar-97 95.2790 140.3888 109.4088
20-Mar-97 106.4378 139.8313 112.9156
21-Mar-97 102.1459 140.0904 112.2029
24-Mar-97 100.6438 141.3035 112.5451
25-Mar-97 112.4464 140.9784 114.0521
26-Mar-97 110.3004 141.2339 118.0172
27-Mar-97 106.8670 138.2645 114.6328
31-Mar-97 103.2189 135.2700 111.3239
01-Apr-97 99.5708 135.7203 110.5547
02-Apr-97 98.7125 134.0176 108.7935
03-Apr-97 101.7167 134.0551 111.5248
04-Apr-97 103.8627 135.4094 116.0707
07-Apr-97 96.1373 136.1652 116.7614
08-Apr-97 94.8498 136.8780 117.9324
09-Apr-97 93.5622 135.8918 115.8447
10-Apr-97 90.5579 135.4880 113.6063
11-Apr-97 88.8412 131.7915 110.9158
14-Apr-97 94.4206 132.8777 113.1039
15-Apr-97 96.9957 134.8412 112.1213
16-Apr-97 89.9142 136.4153 110.8059
17-Apr-97 94.6352 136.1008 112.1182
18-Apr-97 94.4206 136.9173 110.6018
21-Apr-97 90.5579 135.8507 107.9930
22-Apr-97 85.8369 138.3949 109.7824
23-Apr-97 94.4206 138.2216 112.8402
24-Apr-97 91.4163 137.7821 113.8763
25-Apr-97 86.9099 136.7440 108.6491
28-Apr-97 87.5537 138.1000 110.3475
29-Apr-97 89.6996 141.8681 115.1257
30-Apr-97 92.9185 143.1706 117.7377
01-May-97 90.5579 142.6685 119.7375
02-May-97 96.5665 145.2484 125.6020
05-May-97 109.0129 148.3340 129.9312
06-May-97 106.0086 147.8909 127.0210
07-May-97 104.2919 145.7219 127.3161
08-May-97 106.0086 146.5509 129.0300
09-May-97 110.3004 147.3585 128.8764
12-May-97 122.7468 149.6596 129.0867
13-May-97 119.7425 148.8503 127.5547
14-May-97 117.1674 149.3700 128.1763
15-May-97 118.6695 150.4136 131.9028
16-May-97 100.4292 148.2464 128.8481
19-May-97 103.0043 148.8753 127.9252
20-May-97 104.7210 150.3743 131.6203
21-May-97 106.4378 149.9616 132.7034
22-May-97 103.0043 149.3023 131.3785
23-May-97 104.7210 151.3337 133.5761
27-May-97 104.2919 151.8125 137.9713
28-May-97 99.5708 151.3659 138.4516
29-May-97 97.4249 150.8067 134.9355
30-May-97 101.5021 151.5571 134.8288
02-Jun-97 102.5751 151.2140 135.9746
03-Jun-97 100.4292 151.0568 130.0129
04-Jun-97 108.5837 150.0974 128.8200
05-Jun-97 111.5880 150.6905 130.1039
06-Jun-97 112.6609 153.2955 131.7804
09-Jun-97 114.1631 154.1709 132.7128
10-Jun-97 108.5837 154.5925 129.5608
11-Jun-97 114.8069 155.3608 130.0914
12-Jun-97 114.3777 157.8460 130.5560
13-Jun-97 110.7296 159.5951 133.0173
16-Jun-97 112.6609 159.7077 135.5634
17-Jun-97 116.9528 159.8006 138.3072
18-Jun-97 114.5923 158.8430 135.2086
19-Jun-97 117.1674 160.4384 136.9290
20-Jun-97 120.6009 160.5653 136.4393
23-Jun-97 116.9528 156.9777 134.7032
24-Jun-97 122.7468 160.1436 136.9100
25-Jun-97 125.3219 158.8305 136.1630
26-Jun-97 124.0343 157.8817 134.8288
27-Jun-97 115.0215 158.5285 133.8304
30-Jun-97 110.0858 158.1426 133.8116
01-Jul-97 120.1717 159.1949 135.3059
02-Jul-97 131.5451 161.5176 138.6180
03-Jul-97 128.5408 163.8205 140.5456
07-Jul-97 130.0429 162.9772 141.2457
08-Jul-97 139.0558 164.1475 144.1842
09-Jul-97 139.0558 162.1447 144.8184
10-Jul-97 133.4764 163.2595 144.6991
11-Jul-97 133.4764 163.7777 146.9061
14-Jul-97 153.6481 164.0814 150.9371
15-Jul-97 154.2918 165.4000 153.9353
16-Jul-97 164.3777 167.3349 158.1421
17-Jul-97 150.4292 166.4451 155.9600
18-Jul-97 153.8627 163.5311 152.8804
21-Jul-97 150.6438 163.1095 150.9779
22-Jul-97 152.7897 166.8685 154.9556
23-Jul-97 136.0515 167.3295 157.1343
24-Jul-97 127.8970 167.9977 158.0040
25-Jul-97 122.3176 167.7279 156.8016
28-Jul-97 128.7554 167.3100 155.1691
29-Jul-97 129.3991 168.3532 155.2318
30-Jul-97 130.4721 170.1400 157.9945
31-Jul-97 125.9657 170.4972 158.7072
01-Aug-97 129.1845 169.2200 160.0258
04-Aug-97 129.6137 169.7843 161.9377
05-Aug-97 131.4378 170.1542 164.7066
06-Aug-97 136.9100 171.5746 165.0300
07-Aug-97 138.6266 169.9434 164.5026
08-Aug-97 141.6309 166.7900 160.8985
11-Aug-97 139.9142 167.4081 158.2928
12-Aug-97 131.7597 165.5375 156.9742
13-Aug-97 134.7639 164.7317 159.0462
14-Aug-97 134.1200 165.2231 160.5000
15-Aug-97 131.9742 160.9423 157.2630
18-Aug-97 129.8283 163.0291 158.6193
19-Aug-97 133.4764 165.4446 163.6172
20-Aug-97 131.1159 167.8280 167.0172
21-Aug-97 128.7554 165.2731 163.5984
22-Aug-97 126.1803 165.0051 163.0647
25-Aug-97 131.9742 164.3994 163.3912
26-Aug-97 133.4764 163.1238 160.3177
27-Aug-97 133.6910 163.2453 159.0180
28-Aug-97 132.6180 161.4532 157.1751
29-Aug-97 136.6953 160.7029 157.0464
02-Sep-97 142.2747 165.7251 161.9063
03-Sep-97 143.3476 165.7751 161.5044
04-Sep-97 141.8455 166.3129 162.1857
05-Sep-97 145.0644 165.9877 163.8400
08-Sep-97 150.6438 166.3719 162.0507
09-Sep-97 149.1416 166.8042 162.2641
10-Sep-97 143.3476 164.1975 158.9835
11-Sep-97 142.0600 163.0469 159.6521
12-Sep-97 140.7725 165.0694 159.9441
15-Sep-97 133.0472 164.3297 156.7953
16-Sep-97 142.9185 168.9518 162.1637
17-Sep-97 139.4850 168.4800 161.9973
18-Sep-97 141.2017 169.2466 162.2014
19-Sep-97 140.7725 169.8219 164.7820
22-Sep-97 146.3519 170.7009 167.4568
23-Sep-97 145.4936 170.0756 168.5400
24-Sep-97 137.3391 168.7445 165.4538
25-Sep-97 135.6223 167.5707 163.9846
26-Sep-97 133.9056 168.8767 163.7585
29-Sep-97 132.1888 170.3275 166.6311
30-Sep-97 123.6052 169.2448 163.3755
01-Oct-97 118.6695 170.6973 161.2407
02-Oct-97 125.5365 171.5996 163.6047
03-Oct-97 124.8927 172.4161 165.0551
06-Oct-97 118.4549 173.7846 164.1792
07-Oct-97 119.7425 175.6481 166.0942
08-Oct-97 127.6824 173.9900 167.4473
09-Oct-97 136.9100 173.4148 167.8241
10-Oct-97 133.6910 172.7645 167.3908
13-Oct-97 131.1159 172.9646 168.0564
14-Oct-97 126.1803 173.3540 165.4507
15-Oct-97 124.8927 172.5393 165.2403
16-Oct-97 122.1030 170.6652 159.5674
17-Oct-97 119.9571 168.6873 154.3560
20-Oct-97 134.7639 170.7330 156.8016
21-Oct-97 136.6953 173.7114 160.2518
22-Oct-97 125.7511 173.0342 159.5925
23-Oct-97 119.7425 169.8540 153.9667
24-Oct-97 109.6567 168.2371 149.3580
27-Oct-97 101.9313 156.6865 135.8522
28-Oct-97 107.7253 164.7014 145.7822
29-Oct-97 116.3090 164.2207 144.4574
30-Oct-97 113.3047 161.4550 139.5975
31-Oct-97 112.8755 163.4096 143.1137
03-Nov-97 113.7339 167.7637 149.1351
04-Nov-97 113.0901 168.0800 150.4913
05-Nov-97 113.0901 168.4372 150.7236
06-Nov-97 113.3047 167.5921 147.5214
07-Nov-97 114.1631 165.7126 144.2470
10-Nov-97 113.7339 164.5727 140.4263
11-Nov-97 111.1588 165.0283 139.2428
12-Nov-97 106.9742 161.8624 133.0455
13-Nov-97 107.0815 163.7741 136.7846
14-Nov-97 104.7210 165.8627 140.8847
17-Nov-97 109.2275 169.0518 145.7382
18-Nov-97 106.0086 167.6279 141.7200
19-Nov-97 103.0043 168.7642 141.5000
20-Nov-97 103.2189 171.3351 145.6472
21-Nov-97 102.1459 172.0695 144.3067
24-Nov-97 97.8541 169.1358 139.3840
25-Nov-97 97.8541 169.8773 140.6806
26-Nov-97 94.6352 170.0238 141.3713
28-Nov-97 97.8541 170.6955 142.2189
01-Dec-97 99.1416 174.1563 147.7475
02-Dec-97 95.9227 173.6042 143.5249
03-Dec-97 94.4206 174.5136 144.7900
04-Dec-97 95.9227 173.8579 144.3946
05-Dec-97 101.2876 175.7678 148.7270
08-Dec-97 104.7210 175.5141 150.7864
09-Dec-97 98.0687 174.3367 144.7933
10-Dec-97 94.8498 173.2665 140.9443
11-Dec-97 90.1288 170.6133 135.4158
12-Dec-97 95.7082 170.3364 131.6108
15-Dec-97 91.6309 172.1231 132.4145
16-Dec-97 89.9142 172.9538 135.4849
17-Dec-97 87.5537 172.5072 134.2762
18-Dec-97 90.9871 170.6777 132.0943
19-Dec-97 95.2790 169.1555 134.7911
22-Dec-97 87.5537 170.3918 136.2760
23-Dec-97 84.5494 167.7887 133.6044
24-Dec-97 83.0472 166.6400 132.4710
26-Dec-97 81.3305 167.3116 133.5636
29-Dec-97 91.8455 170.3293 137.7800
30-Dec-97 92.2747 173.4541 140.5770
31-Dec-97 83.6910 173.3809 140.4954
02-Jan-98 80.2575 174.2045 143.5092
05-Jan-98 63.7339 174.5672 144.2690
06-Jan-98 65.2361 172.6930 142.3790
07-Jan-98 65.0215 172.2320 140.0056
08-Jan-98 65.0215 170.8117 139.7545
09-Jan-98 60.7296 165.7448 132.7473
12-Jan-98 61.5880 167.8030 133.0016
13-Jan-98 65.4507 170.1095 139.5912
14-Jan-98 61.1588 171.1493 139.8675
15-Jan-98 60.0858 169.8612 138.9037
16-Jan-98 60.0858 171.7872 139.3307
20-Jan-98 60.7296 174.8405 143.2393
21-Jan-98 61.3734 173.4487 142.3790
22-Jan-98 62.2318 172.0605 140.1972
23-Jan-98 61.1588 171.0868 140.3165
26-Jan-98 59.2275 170.9725 137.9996
27-Jan-98 57.9399 173.1289 140.5394
28-Jan-98 57.7253 174.6369 145.5593
29-Jan-98 56.2232 176.0715 146.0365
30-Jan-98 55.1502 175.1407 147.2200
02-Feb-98 57.9399 178.8909 151.5964
03-Feb-98 62.4464 179.7359 153.2132
04-Feb-98 66.0944 179.8967 155.5583
05-Feb-98 75.3219 179.2964 155.0780
06-Feb-98 74.2489 180.8900 156.0952
09-Feb-98 71.2446 180.5828 155.1439
10-Feb-98 72.1030 182.0603 159.0400
11-Feb-98 71.6738 182.2390 159.8656
12-Feb-98 76.1803 182.9769 160.2549
13-Feb-98 74.2489 182.2533 160.0603
17-Feb-98 72.3176 182.7303 158.0385
18-Feb-98 72.1030 184.3955 159.7715
19-Feb-98 70.3863 183.7166 162.5059
20-Feb-98 68.2403 184.7760 162.3740
23-Feb-98 70.6009 185.4782 165.1461
24-Feb-98 68.6695 184.1239 161.8497
25-Feb-98 66.3090 186.3286 165.6077
26-Feb-98 64.5923 187.3595 168.1725
27-Feb-98 66.5236 187.4792 167.2244
02-Mar-98 66.5236 187.1862 163.4603
03-Mar-98 67.1674 187.9581 162.0507
04-Mar-98 68.2403 187.1200 163.6675
05-Mar-98 65.8798 184.9225 157.2379
06-Mar-98 65.8798 188.6137 161.7304
09-Mar-98 63.9485 188.0100 156.9617
10-Mar-98 66.3090 190.1431 160.6662
11-Mar-98 66.9528 190.8971 162.6158
12-Mar-98 64.8069 191.1561 163.0678
13-Mar-98 66.9528 190.9221 164.2200
16-Mar-98 67.8112 192.8266 165.2466
17-Mar-98 66.0944 193.0374 162.9266
18-Mar-98 67.1674 193.9433 164.6627
19-Mar-98 66.9528 194.6973 165.3753
20-Mar-98 65.2361 196.3803 163.0050
23-Mar-98 65.2361 195.7353 164.6062
24-Mar-98 65.6652 197.5400 167.9465
25-Mar-98 66.0944 196.8752 169.1803
26-Mar-98 66.5236 196.6733 170.5773
27-Mar-98 65.6652 195.7156 169.2713
30-Mar-98 64.8069 195.3780 168.6215
31-Mar-98 62.4464 196.8430 170.3073
01-Apr-98 62.2318 197.9865 172.7655
02-Apr-98 60.0858 200.1054 173.2647
03-Apr-98 58.3691 200.5860 171.8865
06-Apr-98 57.0815 200.3500 167.6546
07-Apr-98 55.1502 198.2366 163.0050
08-Apr-98 57.7253 196.8251 165.3219
09-Apr-98 58.7983 198.4367 166.8571
</TABLE>
OTHER MATTERS
The Board of Directors does not know of any other matters to be presented at
the Annual Meeting. If any additional matters are properly presented at the
Meeting, the persons named in the enclosed proxy will have discretion to vote
shares they represent in accordance with their own judgment on such matters.
It is important that your shares be represented at the meeting, regardless
of the number of shares which you hold. You are, therefore, urged to execute and
return, at your earliest convenience, the accompanying proxy in the envelope
which has been enclosed.
THE BOARD OF DIRECTORS
Mountain View, California
April 20, 1998
20
<PAGE>
Appendix A
NETSCAPE COMMUNICATIONS CORPORATION
1995 DIRECTOR OPTION PLAN
(as Amended and Restated Through April 3, 1998)
1. PURPOSES OF THE PLAN. The purposes of this 1995 Director Option Plan
are to attract and retain the best available personnel for service as Outside
Directors (as defined herein) of the Company, to provide additional incentive
to the Outside Directors of the Company to serve as Directors, and to
encourage their continued service on the Board.
All options granted hereunder shall be nonstatutory stock options.
2. DEFINITIONS. As used herein, the following definitions shall apply:
(a) "BOARD" means the Board of Directors of the Company.
(b) "CODE" means the Internal Revenue Code of 1986, as amended.
(c) "COMMON STOCK" means the Common Stock of the Company.
(d) "COMPANY" means Netscape Communications Corporation, a Delaware
corporation.
(e) "CONTINUOUS STATUS AS A DIRECTOR" means the absence of any
interruption or termination of service as a Director.
(f) "DIRECTOR" means a member of the Board.
(g) "EMPLOYEE" means any person, including officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. The
payment of a Director's fee by the Company shall not be sufficient in and of
itself to constitute "employment" by the Company.
(h) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
(i) "FAIR MARKET VALUE" means, as of any date, the value of Common
Stock determined as follows:
(i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market of the National Association of Securities Dealers, Inc.
Automated Quotation ("NASDAQ") System, the Fair Market Value of a Share of
Common Stock shall be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such system or exchange (or the
exchange with the greatest volume of trading in Common Stock) on the date of
determination, as reported in THE WALL STREET JOURNAL or such other source as
the Board deems reliable;
(ii) If the Common Stock is quoted on the NASDAQ System (but
not on the National Market thereof) or regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock shall be the mean
A-1
<PAGE>
between the high bid and low asked prices for the Common Stock on the date of
determination, as reported in THE WALL STREET JOURNAL or such other source as
the Board deems reliable;
(iii) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Board; or
(iv) For purposes of the effective date of this Plan, Fair
Market Value shall be the price to public as set forth in the final
prospectus included within the Registration Statement on Form S-1 (or any
successor form thereof) filed with the Securities an Exchange Commission for
the initial public offering of the Common Stock.
(j) "INSIDE DIRECTOR" means a Director who is also either an Employee
or Consultant.
(k) "OPTION" means a stock option granted pursuant to the Plan.
(l) "OPTIONED STOCK" means the Common Stock subject to an Option.
(m) "OPTIONEE" means an Outside Director who receives an Option.
(n) "OUTSIDE DIRECTOR" means a Director who is not an Employee.
(o) "PARENT" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(p) "PLAN" means this 1995 Director Option Plan.
(q) "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 10 of the Plan.
(r) "SUBSIDIARY" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Internal Revenue Code
of 1986.
3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 10 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 350,000 Shares of Common Stock (the "Pool"). The Shares may
be authorized, but unissued, or reacquired Common Stock.
If an Option expires or becomes unexercisable without having been exercised
in full, the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated); PROVIDED, however, that Shares that have actually
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been issued under the Plan shall not be returned to the Plan and shall not
become available for future distribution under the Plan.
4. ADMINISTRATION AND GRANTS OF OPTIONS UNDER THE PLAN.
(a) PROCEDURE FOR GRANTS. The provisions set forth in this Section
4(a) shall not be amended more than once every six months, other than to
comport with changes in the Code, the Employee Retirement Income Security Act
of 1974, as amended, or the rules thereunder. All grants of Options to
Outside Directors under this Plan shall be automatic and nondiscretionary and
shall be made strictly in accordance with the following provisions:
(i) No person shall have any discretion to select which Outside
Directors shall be granted Options or to determine the number of Shares to be
covered by Options granted to Outside Directors.
(ii) Each Outside Director shall be automatically granted an
Option to purchase 40,000 Shares (the "First Option") on the date on which
the later of the following events occurs: (A) the effective date of this
Plan, as determined in accordance with Section 6 hereof, or (B) the date on
which such person first becomes an Outside Director, whether through election
by the shareholders of the Company or appointment by the Board to fill a
vacancy, or through such Inside Director ceasing to be an Inside Director but
remaining a Director.
(iii) After the First Option has been granted to an Outside
Director, such Outside Director shall thereafter be automatically granted an
Option to purchase 10,000 Shares (a "Subsequent Option") on January 1 of each
year provided he or she is then an Outside Director and if on such date, he
or she shall have served on the Board for at least six (6) months.
(iv) Notwithstanding the provisions of subsections (ii) and
(iii) hereof, any exercise of an Option made before the Company has obtained
shareholder approval of the Plan in accordance with Section 16 hereof shall
be conditioned upon obtaining such shareholder approval of the Plan in
accordance with Section 16 hereof.
(v) The terms of a First Option granted hereunder shall be as
follows:
(A) the term of the First Option shall be ten (10) years.
(B) the First Option shall be exercisable only while the
Outside Director remains a Director of the Company, except as set forth in
Sections 8 and 10 hereof.
(C) the exercise price per Share shall be 100% of the fair
market value per Share on the date of grant of the First Option. In the
event that the date of grant of the First Option is not a trading day, the
exercise price per Share shall be the Fair Market Value on the next trading
day immediately following the date of grant of the First Option.
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(D) the First Option shall become exercisable as to twenty
percent (20%) of the Shares subject to the First Option on the date ten (10)
months after its date of grant, and shall become exercisable as to an
additional two percent (2%) of the Shares subject to the First Option each
month thereafter; provided, however, that the Optionee continues to serve as
a Director on such dates.
(vi) The terms of a Subsequent Option granted hereunder shall
be as follows:
(A) the term of the Subsequent Option shall be ten (10)
years.
(B) the Subsequent Option shall be exercisable only while
the Outside Director remains a Director of the Company, except as set forth
in Sections 8 and 10 hereof.
(C) the exercise price per Share shall be 100% of the fair
market value per Share on the date of grant of the Subsequent Option. In the
event that the date of grant of the Subsequent Option is not a trading day,
the exercise price per Share shall be the Fair Market Value on the next
trading day immediately following the date of grant of the Subsequent Option.
(D) the Subsequent Option shall become exercisable as to
one-twenty-fourth (1/24) of the Shares subject to the Subsequent Option at
the end of each month after its date of grant, provided that the Optionee
continues to serve as a Director on such dates.
(vii) In the event that any Option granted under the Plan would
cause the number of Shares subject to outstanding Options plus the number of
Shares previously purchased under Options to exceed the Pool, then the
remaining Shares available for Option grant shall be granted under Options to
the Outside Directors on a pro rata basis. No further grants shall be made
until such time, if any, as additional Shares become available for grant
under the Plan through action of the Board or the shareholders to increase
the number of Shares which may be issued under the Plan or through
cancellation or expiration of Options previously granted hereunder.
5. ELIGIBILITY. Options may be granted only to Outside Directors. All
Options shall be automatically granted in accordance with the terms set forth
in Section 4 hereof. An Outside Director who has been granted an Option may,
if he or she is otherwise eligible, be granted an additional Option or
Options in accordance with such provisions.
The Plan shall not confer upon any Optionee any right with respect to
continuation of service as a Director or nomination to serve as a Director,
nor shall it interfere in any way with
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any rights which the Director or the Company may have to terminate his or her
directorship at any time.
6. TERM OF PLAN. The Plan shall become effective upon the date on which
the Company's registration statement on Form S-1 (or any successor form
thereof) is declared effective by the Securities and Exchange Commission. It
shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 11 of the Plan.
7. FORM OF CONSIDERATION. The consideration to be paid for the Shares
to be issued upon exercise of an Option, including the method of payment,
shall consist of (i) cash, (ii) check, (iii) other shares which (x) in the
case of Shares acquired upon exercise of an Option, have been owned by the
Optionee for more than six (6) months on the date of surrender, and (y) have
a Fair Market Value on the date of surrender equal to the aggregate exercise
price of the Shares as to which said Option shall be exercised, (iv) delivery
of a properly executed exercise notice together with such other documentation
as the Company and the broker, if applicable, shall require to effect an
exercise of the Option and delivery to the Company of the sale or loan
proceeds required to pay the exercise price, or (v) any combination of the
foregoing methods of payment.
8. EXERCISE OF OPTION.
(a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option
granted hereunder shall be exercisable at such times as are set forth in
Section 4 hereof; provided, however, that no Options shall be exercisable
until shareholder approval of the Plan in accordance with Section 16 hereof
has been obtained.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may consist of any consideration and method of payment
allowable under Section 7 of the Plan. Until the issuance (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such
Shares, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock, notwithstanding
the exercise of the Option. A share certificate for the number of Shares so
acquired shall be issued to the Optionee as soon as practicable after
exercise of the Option. No adjustment shall be made for a dividend or other
right for which the record date is prior to the date the stock certificate is
issued, except as provided in Section 10 of the Plan.
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Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.
(b) RULE 16b-3. Options granted to Outside Directors must comply
with the applicable provisions of Rule 16b-3 promulgated under the Exchange
Act or any successor thereto and shall contain such additional conditions or
restrictions as may be required thereunder to qualify Plan transactions, and
other transactions by Outside Directors that otherwise could be matched with
Plan transactions, for the maximum exemption from Section 16 of the Exchange
Act.
(c) TERMINATION OF CONTINUOUS STATUS AS A DIRECTOR. Subject to
Section 10 hereof, in the event an Optionee's Continuous Status as a Director
terminates (other than upon the Optionee's death or total and permanent
disability (as defined in Section 22(e)(3) of the Code)), the Optionee may
exercise his or her Option, but only within three (3) months following the
date of such termination, and only to the extent that the Optionee was
entitled to exercise it on the date of such termination (but in no event
later than the expiration of its ten (10) year term). To the extent that the
Optionee was not entitled to exercise an Option on the date of such
termination, and to the extent that the Optionee does not exercise such
Option (to the extent otherwise so entitled) within the time specified
herein, the Option shall terminate.
(d) DISABILITY OF OPTIONEE. In the event Optionee's Continuous
Status as a Director terminates as a result of total and permanent disability
(as defined in Section 22(e)(3) of the Code), the Optionee may exercise his
or her Option, but only within twelve (12) months following the date of such
termination, and only to the extent that the Optionee was entitled to
exercise it on the date of such termination (but in no event later than the
expiration of its ten (10) year term). To the extent that the Optionee was
not entitled to exercise an Option on the date of termination, or if he or
she does not exercise such Option (to the extent otherwise so entitled)
within the time specified herein, the Option shall terminate.
(e) DEATH OF OPTIONEE. In the event of an Optionee's death, the
Optionee's estate or a person who acquired the right to exercise the Option
by bequest or inheritance may exercise the Option, but only within twelve
(12) months following the date of death, and only to the extent that the
Optionee was entitled to exercise it on the date of death (but in no event
later than the expiration of its ten (10) year term). To the extent that the
Optionee was not entitled to exercise an Option on the date of death, and to
the extent that the Optionee's estate or a person who acquired the right to
exercise such Option does not exercise such Option (to the extent otherwise
so entitled) within the time specified herein, the Option shall terminate.
9. NON-TRANSFERABILITY OF OPTIONS. The Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than
by will or by
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the laws of descent or distribution and may be exercised, during the lifetime
of the Optionee, only by the Optionee.
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER,
ASSET SALE OR CHANGE OF CONTROL.
(a) CHANGES IN CAPITALIZATION. Subject to any required action by the
shareholders of the Company, the number of Shares covered by each outstanding
Option, the number of Shares which have been authorized for issuance under
the Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per Share covered by each such outstanding Option, and the number
of Shares issuable pursuant to the automatic grant provisions of Section 4
hereof shall be proportionately adjusted for any increase or decrease in the
number of issued Shares resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common Stock, or any
other increase or decrease in the number of issued Shares effected without
receipt of consideration by the Company; provided, however, that conversion
of any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and
no adjustment by reason thereof shall be made with respect to, the number or
price of Shares subject to an Option.
(b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, to the extent that an Option has
not been previously exercised, it shall terminate immediately prior to the
consummation of such proposed action.
(c) MERGER OR ASSET SALE. In the event of a merger of the Company
with or into another corporation, or the sale of substantially all of the
assets of the Company, each outstanding Option shall become fully vested and
exercisable, including as to Shares as to which it would not otherwise be
exercisable. If an Option becomes fully vested and exercisable in the event
of a merger or sale of assets, the Board shall notify the Optionee that the
Option shall be fully exercisable for a period of thirty (30) days from the
date of such notice, and the Option shall terminate upon the expiration of
such period.
11. AMENDMENT AND TERMINATION OF THE PLAN.
(a) AMENDMENT AND TERMINATION. Except as set forth in Section 4, the
Board may at any time amend, alter, suspend, or discontinue the Plan, but no
amendment, alteration, suspension, or discontinuation shall be made which
would impair the rights of any Optionee under any grant theretofore made,
without his or her consent. In addition, to the extent necessary and
desirable to comply with Rule 16b-3 under the Exchange Act (or any other
applicable law or
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regulation), the Company shall obtain shareholder approval of any Plan
amendment in such a manner and to such a degree as required.
(b) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated.
12. TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for
all purposes, be the date determined in accordance with Section 4 hereof.
13. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and
the issuance and delivery of such Shares pursuant thereto shall comply with
all relevant provisions of law, including, without limitation, the Securities
Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, state securities laws, and the requirements of any
stock exchange upon which the Shares may then be listed, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.
As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares, if, in the
opinion of counsel for the Company, such a representation is required by any
of the aforementioned relevant provisions of law.
Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained.
14. RESERVATION OF SHARES. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall
be sufficient to satisfy the requirements of the Plan.
15. OPTION AGREEMENT. Options shall be evidenced by written option
agreements in such form as the Board shall approve.
16. SHAREHOLDER APPROVAL. Continuance of the Plan shall be subject to
approval by the shareholders of the Company at or prior to the first annual
meeting of shareholders held subsequent to the granting of an Option
hereunder. Such shareholder approval shall be obtained in the degree and
manner required under applicable state and federal law.
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Appendix B
NETSCAPE COMMUNICATIONS CORPORATION
1995 EMPLOYEE STOCK PURCHASE PLAN
(as Amended and Restated Through April 3, 1998)
The following constitute the provisions of the 1995 Employee Stock Purchase
Plan of Netscape Communications Corporation:
1. PURPOSE. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase
Common Stock of the Company through accumulated payroll deductions. It is
the intention of the Company to have the Plan qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as
amended. The provisions of the Plan, accordingly, shall be construed so as
to extend and limit participation in a manner consistent with the
requirements of that section of the Code.
2. DEFINITIONS.
(a) "BOARD" shall mean the Board of Directors of the Company.
(b) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
(c) "COMMON STOCK" shall mean the Common Stock of the Company.
(d) "COMPANY" shall mean Netscape Communications Corporation, a
Delaware corporation and any Designated Subsidiary of the Company.
(e) "COMPENSATION" shall mean all base straight time gross earnings,
including commissions, overtime, shift premium, and bonuses, but excluding
other compensation.
(f) "DESIGNATED SUBSIDIARIES" shall mean the Subsidiaries which have
been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.
(g) "EMPLOYEE" shall mean any individual who is an Employee of the
Company for tax purposes whose customary employment with the Company is at
least twenty (20) hours per week and more than five (5) months in any
calendar year. For purposes of the Plan, the employment relationship shall
be treated as continuing intact while the individual is on sick leave or
other leave of absence approved by the Company. Where the period of leave
exceeds 90 days and the individual's right to reemployment is not guaranteed
either by statute or by contract, the employment relationship will be deemed
to have terminated on the 91st day of such leave.
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(h) "ENROLLMENT DATE" shall mean the first day of each Offering
Period.
(i) "EXERCISE DATE" shall mean the last day of each Purchase Period
or Offering Period, as applicable.
(j) "FAIR MARKET VALUE" shall mean, as of any date, the value of
Common Stock determined as follows:
(1) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market of the National Association of Securities Dealers, Inc.
Automated Quotation ("NASDAQ") System, its Fair Market Value shall be the
closing sale price for the Common Stock (or the mean of the closing bid and
asked prices, if no sales were reported), as quoted on such exchange (or the
exchange with the greatest volume of trading in Common Stock) or system on
the date of such determination, as reported in THE WALL STREET JOURNAL or
such other source as the Board deems reliable;
(2) If the Common Stock is quoted on the NASDAQ System (but not on
the Nasdaq National Market thereof) or is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean of the closing bid and asked prices for the Common Stock on
the date of such determination, as reported in THE WALL STREET JOURNAL or
such other source as the Board deems reliable; or
(3) In the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good faith by the Board.
(k) "OFFERING PERIOD" shall mean the period of approximately
twenty-four (24) months during which an option granted pursuant to the Plan
may be exercised, commencing on the first Trading Day on or after February 1
and August 1 of each year and terminating on the last Trading Day in the
periods ending twenty-four months later; provided that the Offering Period
which commences on February 2, 1998 will terminate on the last Trading Day on
or before February 28, 1999; and provided, however, that the Offering Period
commencing on the first Trading Day on or after August 1, 1998, shall last
seven (7) months and shall terminate on the last Trading Day on or before
February 28, 1999; provided, further, that Offering Periods commencing on or
after March 1, 1999, shall be approximately six (6) months in duration,
commencing on the first Trading Day on or after March 1 and September 1 of
each year and terminating on the last Trading Day in the periods ending six
(6) months later. The duration and timing of Offering Periods may be changed
pursuant to Section 4 of this Plan.
(l) "PLAN" shall mean this Employee Stock Purchase Plan.
(m) "PURCHASE PRICE" shall mean an amount equal to 85% of the Fair
Market Value of a share of Common Stock on the Enrollment Date or on the
Exercise Date, whichever is lower; provided, however, that with respect to
Offering Periods commencing on or after August 1,
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1998, if the Fair Market Value of a share of Common Stock on the date (the
"Authorization Date") on which additional shares of Common Stock (the "New
Shares") are authorized for issuance hereunder by the Company's stockholders
is higher than the Fair Market Value of a share of Common Stock on the
Enrollment Date of any outstanding Offering Period that commenced prior to
the Authorization Date, the Purchase Price for New Shares to be issued on any
remaining Exercise Date of any Offering Period in effect on the Authorization
Date shall be 85% of the Fair Market Value of a share of Common Stock on the
Authorization Date or on the Exercise Date, whichever is lower.
(n) "PURCHASE PERIOD" shall mean the approximately six (6) month
period during a twenty-four (24) month Offering Period commencing after one
Exercise Date and ending with the next Exercise Date, except that the first
Purchase Period of an Offering Period shall commence on the Enrollment Date
and end with the next Exercise Date. Six (6) month Offering Periods shall
not generally contain Purchase Periods.
(o) "RESERVES" shall mean the number of shares of Common Stock
covered by each option under the Plan which have not yet been exercised and
the number of shares of Common Stock which have been authorized for issuance
under the Plan but not yet placed under option.
(p) "SUBSIDIARY" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.
(q) "TRADING DAY" shall mean a day on which national stock exchanges
and the Nasdaq System are open for trading.
3. ELIGIBILITY.
(a) Any Employee (as defined in Section 2(g)), who shall be employed
by the Company on a given Enrollment Date shall be eligible to participate in
the Plan.
(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) if, immediately after
the grant, such Employee (or any other person whose stock would be attributed
to such Employee pursuant to Section 424(d) of the Code) would own capital
stock of the Company and/or hold outstanding options to purchase such stock
possessing five percent (5%) or more of the total combined voting power or
value of all classes of the capital stock of the Company or of any
Subsidiary, or (ii) which permits his or her rights to purchase stock under
all employee stock purchase plans of the Company and its subsidiaries to
accrue at a rate which exceeds twenty-five thousand dollars ($25,000) worth
of stock (determined at the fair market value of the shares at the time such
option is granted) for each calendar year in which such option is outstanding
at any time.
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4. OFFERING PERIODS. The Plan shall be implemented by consecutive
Offering Periods with a new Offering Period commencing on the first Trading
Day on or after February 1 and August 1 each year; provided, however, that
the Offering Periods which commence on February 2, 1998, and August 3, 1998,
shall terminate on the last Trading Day on or before February 28, 1999; and
provided, however, that effective March 1, 1999, Offering Periods shall
commence on the first Trading Day on or after March 1 and September 1 of each
year, or on such other date as the Board shall determine. Offering Periods
shall continue until terminated in accordance with Section 19 hereof. The
Board shall have the power to change the duration and timing of Offering
Periods (including the commencement dates thereof) with respect to future
offerings without shareholder approval if such change is announced at least
five (5) days prior to the scheduled beginning of the first Offering Period
to be affected thereafter.
5. PARTICIPATION.
(a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions in the
form of Exhibit A to this Plan and filing it with the Company's payroll
office prior to the applicable Enrollment Date.
(b) Payroll deductions for a participant shall commence on the first
payroll following the Enrollment Date and shall end on the last payroll in
the Offering Period to which such authorization is applicable, unless sooner
terminated by the Employee as provided in Section 10 hereof.
6. PAYROLL DEDUCTIONS.
(a) At the time an Employee files his or her subscription agreement,
he or she shall elect to have payroll deductions made on each pay day during
the Offering Period in an amount not exceeding ten percent (10%) of the
Compensation which he or she receives on each pay day during the Offering
Period, and the aggregate of such payroll deductions during the Offering
Period shall not exceed ten percent (10%) of the Employee's Compensation
during said Offering Period. However, for offering periods beginning on or
after March 1, 1999, an Employee may elect to have payroll deductions made on
each pay day during the Offering Period in an amount not exceeding fifteen
percent (15%) of the Compensation which he or she receives on each pay day
during the Offering Period, and the aggregate of such payroll deductions
during the Offering Period shall not exceed fifteen percent (15%) of the
Employee's Compensation during such Offering Periods.
(b) All payroll deductions made for an Employee shall be credited to
his or her account under the Plan and will be withheld in whole percentages
only. Employee may not make any additional payments into such account.
(c) Employee may discontinue his or her participation in the Plan as
provided in Section 10 hereof, or may increase or decrease the rate of his or
her payroll deductions during the
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Offering Period by completing or filing with the Company a new subscription
agreement authorizing a change in payroll deduction rate. The Board may, in
its discretion, limit the number of participation rate changes during any
Offering Period. The change in rate shall be effective with the first full
payroll period following five (5) business days after the Company's receipt
of the new subscription agreement unless the Company elects to process a
given change in participation more quickly. Employee's subscription agreement
shall remain in effect for successive Offering Periods unless terminated as
provided in Section 10 hereof.
(d) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) hereof, Employee's
payroll deductions may be decreased to 0% at such time during any Purchase
Period which is scheduled to end during the current calendar year (the
"Current Purchase Period") that the aggregate of all payroll deductions which
were previously used to purchase stock under the Plan in a prior Purchase
Period which ended during that calendar year plus all payroll deductions
accumulated with respect to the Current Purchase Period equal $21,250.
Payroll deductions shall recommence at the rate provided in such Employee's
subscription agreement at the beginning of the first Purchase Period which is
scheduled to end in the following calendar year, unless terminated by the
Employee as provided in Section 10 hereof.
(e) At the time the option is exercised, in whole or in part, or at
the time some or all of the Company's Common Stock issued under the Plan is
disposed of, the Employee must make adequate provision for the Company's
federal, state, or other tax withholding obligations, if any, which arise
upon the exercise of the option or the disposition of the Common Stock. At
any time, the Company may, but will not be obligated to, withhold from the
Employee's compensation the amount necessary for the Company to meet
applicable withholding obligations, including any withholding required to
make available to the Company any tax deductions or benefits attributable to
sale or early disposition of Common Stock by the Employee.
7. GRANT OF OPTION.
(a) For Offering Periods ending on or before February 28, 1999, on
the Enrollment Date of each Offering Period, each eligible Employee
participating in such Offering Period shall be granted an option to purchase
on each Exercise Date during such Offering Period (at the applicable Purchase
Price) up to a number of shares of the Company's Common Stock determined by
dividing such Employee's payroll deductions accumulated prior to such
Exercise Date and retained in the Employee's account as of the Exercise Date
by the applicable Purchase Price; provided that in no event shall an Employee
be permitted to purchase during each Purchase Period more than a number of
Shares determined by dividing $12,500 by the Fair Market Value of a share of
the Company's Common Stock on the Enrollment Date; and provided further that
such purchase shall be subject to the limitations set forth in Sections 3(b)
and 12 hereof.
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(b) For Offering Periods commencing on or after March 1, 1999, on the
Enrollment Date of each Offering Period, each eligible Employee participating
in such Offering Period shall be granted an option to purchase on each
Exercise Date during such Offering Period (at the applicable Purchase Price)
up to a number of shares of the Company's Common Stock determined by dividing
such Employee's payroll deductions accumulated prior to such Exercise Date
and retained in the Employee's account as of the Exercise Date by the
applicable Purchase Price; provided, however, that in no event shall an
Employee be permitted to purchase during each Purchase Period more than 2,000
Shares; provided further, that such purchase shall be subject to the
limitations set forth in Sections 3(b) and 12 hereof.
(c) Exercise of the option shall occur as provided in Section 8
hereof, unless the Employee has withdrawn pursuant to Section 10 hereof, and
shall expire on the last day of the Offering Period.
8. EXERCISE OF OPTION.
(a) Unless Employee withdraws from the Plan as provided in Section 10
hereof, his or her option for the purchase of shares will be exercised
automatically on the Exercise Date, and the maximum number of full shares
subject to option shall be purchased for such Employee at the applicable
Purchase Price with the accumulated payroll deductions in his or her account.
No fractional shares will be purchased; any payroll deductions accumulated
in Employee's account which are not sufficient to purchase a full share shall
be retained in Employee's account for the subsequent Purchase Period or
Offering Period, subject to earlier withdrawal by the Employee as provided in
Section 10 hereof. Any other monies left over in Employee's account after
the Exercise Date shall be returned to the Employee. During Employee's
lifetime, Employee's option to purchase shares hereunder is exercisable only
by him or her.
(b) With respect to Offering Periods commencing on or after August 1,
1998, if the Board determines that, on a given Exercise Date, the number of
shares with respect to which options are to be exercised may exceed the
number of shares of Common Stock that were available for sale under the Plan
on the Enrollment Date of the applicable Offering Period, the Board may in
its sole discretion (i) provide that the Company shall make a pro rata
allocation of the shares of Common Stock available for purchase on the
Enrollment Date in as uniform a manner as shall be practicable and as it
shall determine in its sole discretion to be equitable among all Employees
exercising options to purchase Common Stock on such Exercise Date,
notwithstanding any subsequent authorization of additional shares of Common
Stock for issuance under the Plan by the Company's stockholders, or (ii)
provide that the Company shall make a pro rata allocation of the shares of
Common Stock available for purchase on the Enrollment Date in as uniform a
manner as shall be practicable and as it shall determine in its sole
discretion to be equitable among all Employees exercising options to purchase
Common Stock on such Exercise Date, and terminate all Offering Periods then
in effect pursuant to Section 19 hereof.
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9. DELIVERY. As promptly as practicable after each Exercise Date on
which a purchase of shares occurs, the Company shall arrange the delivery to
each Employee, as appropriate, of a certificate representing the shares
purchased upon exercise of his or her option.
10. WITHDRAWAL; TERMINATION OF EMPLOYMENT.
(a) Employee may withdraw all but not less than all the payroll
deductions credited to his or her account and not yet used to exercise his or
her option under the Plan at any time by giving written notice to the Company
in the form of Exhibit B to this Plan. All of the Employee's payroll
deductions credited to his or her account will be paid to such Employee
promptly after receipt of notice of withdrawal and such Employee's option for
the Offering Period will be automatically terminated, and no further payroll
deductions for the purchase of shares will be made for such Offering Period.
If Employee withdraws from an Offering Period, payroll deductions will not
resume at the beginning of the succeeding Offering Period unless the Employee
delivers to the Company a new subscription agreement.
(b) Upon Employee's ceasing to be an Employee (as defined in Section
2(g) hereof), for any reason, he or she will be deemed to have elected to
withdraw from the Plan and the payroll deductions credited to such Employee's
account during the Offering Period but not yet used to exercise the option
will be returned to such Employee or, in the case of his or her death, to the
person or persons entitled thereto under Section 14 hereof, and such
Employee's option will be automatically terminated. The preceding sentence
notwithstanding, an Employee who receives payment in lieu of notice of
termination of employment shall be treated as continuing to be an Employee
for the Employee's customary number of hours per week of employment during
the period in which the Employee is subject to such payment in lieu of notice.
11. INTEREST. No interest shall accrue on the payroll deductions of
Employee in the Plan.
12. STOCK.
(a) The maximum number of shares of the Company's Common Stock which
shall be made available for sale under the Plan shall be 3,500,000, subject
to adjustment upon changes in capitalization of the Company as provided in
Section 18 hereof.
(b) Employee will have no interest or voting right in shares covered
by his option until such option has been exercised.
(c) Shares to be delivered to Employee under the Plan will be
registered in the name of the Employee or in the name of the Employee and his
or her spouse.
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13. ADMINISTRATION.
(a) The Plan shall be administered by the Board or a committee of
members of the Board appointed by the Board. The Board or its committee
shall have full and exclusive discretionary authority to construe, interpret
and apply the terms of the Plan, to determine eligibility and to adjudicate
all disputed claims filed under the Plan. Every finding, decision and
determination made by the Board or its committee shall, to the full extent
permitted by law, be final and binding upon all parties.
(b) Notwithstanding the provisions of Subsection (a) of this Section
13, in the event that Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or any successor provision
("Rule 16b-3") provides specific requirements for the administrators of plans
of this type, the Plan shall be only administered by such a body and in such
a manner as shall comply with the applicable requirements of Rule 16b-3.
Unless permitted by Rule 16b-3, no discretion concerning decisions regarding
the Plan shall be afforded to any committee or person that is not
"disinterested" as that term is used in Rule 16b-3.
14. DESIGNATION OF BENEFICIARY.
(a) Employee may file a written designation of a beneficiary who is
to receive any shares and cash, if any, from the Employee's account under the
Plan in the event of such Employee's death subsequent to an Exercise Date on
which the option is exercised but prior to delivery to such Employee of such
shares and cash. In addition, Employee may file a written designation of a
beneficiary who is to receive any cash from the Employee's account under the
Plan in the event of such Employee's death prior to exercise of the option.
If Employee is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective.
(b) Such designation of beneficiary may be changed by the Employee at
any time by written notice. In the event of the death of Employee and in the
absence of a beneficiary validly designated under the Plan who is living at
the time of such Employee's death, the Company shall deliver such shares
and/or cash to the executor or administrator of the estate of the Employee,
or if no such executor or administrator has been appointed (to the knowledge
of the Company), the Company, in its discretion, may deliver such shares
and/or cash to the spouse or to any one or more dependents or relatives of
the Employee, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.
15. TRANSFERABILITY. Neither payroll deductions credited to Employee's
account nor any rights with regard to the exercise of an option or to receive
shares under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 14 hereof) by the Employee. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the
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<PAGE>
Company may treat such act as an election to withdraw funds from an Offering
Period in accordance with Section 10 hereof.
16. USE OF FUNDS. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose,
and the Company shall not be obligated to segregate such payroll deductions.
17. REPORTS. Individual accounts will be maintained for each Employee
in the Plan. Statements of account will be given to participating Employees
at least annually, which statements will set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased and the
remaining cash balance, if any.
18. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, LIQUIDATION,
MERGER OR ASSET SALE.
(a) Subject to any required action by the shareholders of the
Company, the Reserves as well as the price per share of Common Stock covered
by each option under the Plan which has not yet been exercised shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common Stock, or any
other increase or decrease in the number of shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration". Such adjustment
shall be made by the Board, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or
price of shares of Common Stock subject to an option.
(b) In the event of the proposed dissolution or liquidation of the
Company, the Offering Periods will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the Board.
(c) In the event of a proposed sale of all or substantially all of
the assets of the Company, or the merger of the Company with or into another
corporation, each option under the Plan shall be assumed or an equivalent
option shall be substituted by such successor corporation or a parent or
subsidiary of such successor corporation, unless the Board determines, in the
exercise of its sole discretion and in lieu of such assumption or
substitution, to shorten the Offering Periods then in progress by setting a
new Exercise Date (the "New Exercise Date"). If the Board shortens the
Offering Periods then in progress in lieu of assumption or substitution in
the event of a merger or sale of assets, the Board shall notify each Employee
in writing, at least ten (10) business days prior to the New Exercise Date,
that the Exercise Date for his option has been changed to the New Exercise
Date and that his option will be exercised automatically on the New Exercise
Date,
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unless prior to such date he has withdrawn from the Offering Period as
provided in Section 10 hereof. For purposes of this paragraph, an option
granted under the Plan shall be deemed to be assumed if, following the sale
of assets or merger, the option confers the right to purchase, for each share
of option stock subject to the option immediately prior to the sale of assets
or merger, the consideration (whether stock, cash or other securities or
property) received in the sale of assets or merger by holders of Common Stock
for each share of Common Stock held on the effective date of the transaction
(and if such 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 such consideration received in
the sale of assets or merger was not solely common stock of the successor
corporation or its parent (as defined in Section 424(e) of the Code), the
Board may, with the consent of the successor corporation, provide for the
consideration to be received upon exercise of the option to be solely common
stock of the successor corporation or its parent equal in fair market value
to the per share consideration received by holders of Common Stock and the
sale of assets or merger.
19. AMENDMENT OR TERMINATION.
(a) The Board of Directors of the Company may at any time and for any
reason terminate or amend the Plan. Except as provided in Section 18 hereof,
no such termination can affect options previously granted, provided that an
Offering Period may be terminated by the Board of Directors on any Exercise
Date if the Board determines that the termination of the Offering Period is
in the best interests of the Company and its shareholders. Except as
provided in Section 18 hereof, no amendment may make any change in any option
theretofore granted which adversely affects the rights of any Employee. To
the extent necessary to comply with Rule 16b-3 or under Section 423 of the
Code (or any successor rule or provision or any other applicable law or
regulation), the Company shall obtain shareholder approval in such a manner
and to such a degree as required.
(b) Without shareholder consent and without regard to whether any
Employee rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods,
limit the frequency and/or number of changes in the amount withheld during an
Offering Period, establish the exchange ratio applicable to amounts withheld
in a currency other than U.S. dollars, permit payroll withholding in excess
of the amount designated by an Employee in order to adjust for delays or
mistakes in the Company's processing of properly completed withholding
elections, establish reasonable waiting and adjustment periods and/or
accounting and crediting procedures to ensure that amounts applied toward the
purchase of Common Stock for each Employee properly correspond with amounts
withheld from the Employee's Compensation, and establish such other
limitations or procedures as the Board (or its committee) determines in its
sole discretion advisable which are consistent with the Plan.
20. NOTICES. All notices or other communications by Employee to the
Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form
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specified by the Company at the location, or by the person, designated by the
Company for the receipt thereof.
21. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.
As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of any
such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any
of the aforementioned applicable provisions of law.
22. TERM OF PLAN. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
shareholders of the Company. It shall continue in effect for a term of ten
(10) years unless sooner terminated under Section 19 hereof.
23. AUTOMATIC TRANSFER TO LOW PRICE OFFERING PERIOD. With respect to
Offering Periods ending on or before February 28, 1999, to the extent
permitted by Rule 16b-3 of the Exchange Act, if the Fair Market Value of the
Common Stock on any Exercise Date in an Offering Period is lower than the
Fair Market Value of the Common Stock on the Enrollment Date of such Offering
Period, then all Employees in such Offering Period shall be automatically
withdrawn from such Offering Period immediately after the exercise of their
option on such Exercise Date and automatically re-enrolled in the immediately
following Offering Period as of the first day thereof.
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APPENDIX C
DETACH HERE
PROXY
NETSCAPE COMMUNICATIONS CORPORATION
PROXY FOR 1998 ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of Netscape Communications Corporation, a
Delaware corporation ("Netscape"), hereby acknowledges receipt of the Notice
of Annual Meeting of Stockholders and accompanying Proxy Statement each dated
April 20, 1998 and hereby appoints James L. Barksdale and Roberta R. Katz, or
either of them, proxies and attorneys-in-fact, each with full power of
substitution, to represent the undersigned at the Annual Meeting of
Stockholders of Netscape Communications Corporation to be held on Friday, May
29, 1998 at 8:00 a.m. local time at the Westin Santa Clara located at 5101
Great America Parkway, Santa Clara, California and at any adjournment
thereof, and to vote all shares of Common Stock of Netscape held of record by
the undersigned on April 9, 1998 as hereinafter specified upon the proposals
listed on the reverse side.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF NETSCAPE
COMMUNICATIONS CORPORATION FOR THE ANNUAL MEETING OF STOCKHOLDERS ON MAY 29,
1998. IN ORDER TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING OF
STOCKHOLDERS, PLEASE COMPLETE, SIGN, DATE, AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE. THIS PROXY WHEN PROPERLY EXECUTED WILL BE
VOTED IN THE MANNER DIRECTED HEREIN. IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED "FOR" THE PROPOSALS BELOW AND AS SAID PROXIES DEEM
ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL
MEETING. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THESE
PROPOSALS.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE SIDE SEE REVERSE SIDE
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DETACH HERE
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
1. Election of Class III Directors:
Nominees: JAMES L. BARKSDALE [ ] FOR [ ] WITHHELD
L. JOHN DOERR
[ ] _____________________________________
FOR all nominees, except vote withheld from
the nominee noted above
2. To approve an amendment to the 1995 Director Option Plan, including an
increase in the number of authorized shares issuable thereunder from 200,000
to 350,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To approve an amendment to the 1995 Employee Stock Purchase Plan, including
an increase in the number of authorized shares issuable thereunder from
2,000,000 to 3,500,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Ratification of appointment of Ernst & Young LLP as independent auditors of
Netscape for the year ending October 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
MARK HERE New Address:____________________________________
FOR ADDRESS ____________________________________
CHANGE AND ____________________________________
NOTE AT RIGHT [ ] ____________________________________
STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE, AND RETURN THIS PROXY IN THE
ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED
STATES.
Please sign exactly as your name appears hereon. When shares are registered
in the names of two or more persons, whether as joint tenants, as community
property or otherwise, both or all of such persons should sign. When signing
as attorney, executor, administrator, trustee, guardian or another fiduciary
capacity, please give full title as such. If a corporation, please sign in
full corporate name by President or other authorized person. If a
partnership, please sign in partnership name by authorized person.
SIGNATURE _________________________________ DATE _________________
SIGNATURE _________________________________ DATE _________________
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