Wisconsin Stock Option Agreement between America Online, Inc. and Mapquest.Com, Inc.

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US-EG-9052
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Stock-Option Agreement between America Online, Inc. and Mapquest.Com, Inc. dated December 21, 1999. 14 pages

Title: Exploring the Wisconsin Stock Option Agreement between America Online, Inc. and MapQuest. Com, Inc. Introduction: The Wisconsin Stock Option Agreement serves as a crucial legal document between America Online, Inc. (referred to as "AOL") and MapQuest. Com, Inc. (referred to as "MapQuest") in the state of Wisconsin. This agreement outlines the terms and conditions related to stock options granted to employees or key individuals associated with MapQuest by AOL. Let's dive into the details of this agreement and uncover any potential variations. 1. Understanding the Stock Option Agreement: The Wisconsin Stock Option Agreement is a contractual arrangement between AOL and MapQuest, primarily focusing on the granting of stock options. These options provide the right to purchase a specific number of stocks at a predetermined price, commonly referred to as the exercise price or strike price. The agreement elucidates the terms, vesting schedules, exercise periods, and other essential aspects related to these options. 2. Key Components of the Agreement: a) Grant of Options: The agreement defines the number of stock options granted by AOL to MapQuest, including any conditions or restrictions. b) Exercise Price and Vesting Schedule: It specifies the exercise price, which is the predetermined rate at which the option holder can purchase the stocks. Additionally, the agreement outlines the vesting schedule, indicating when these options become exercisable or available for purchase. c) Exercise Period: This section highlights the period during which the option holder can exercise their stock options. d) Termination of Options: The agreement clarifies the circumstances under which the stock options may be terminated, such as employment termination or specific events dictated by AOL. e) Governing Law: As the agreement is specific to Wisconsin, it establishes the state's governing laws that apply to the agreement. 3. Potential Types of Wisconsin Stock Option Agreements: Although no specific details regarding different types of Wisconsin Stock Option Agreements between AOL and MapQuest are provided, it is important to note that variations can exist based on the company's needs, specific circumstances, or provisions unique to certain employees. These potential types could include: a) Incentive Stock Options (SOS): These options often offer tax advantages to employees and meet specific requirements outlined by the Internal Revenue Code. b) Non-Qualified Stock Options (SOS): These options do not meet the specific criteria of SOS but are still valuable tools for attracting and retaining employees. Conclusion: The Wisconsin Stock Option Agreement between America Online, Inc. and MapQuest. Com, Inc. plays a vital role in governing stock options granted to MapQuest employees by AOL. With its comprehensive provisions, this agreement ensures transparency and clarity regarding the terms and conditions associated with stock option grants. While specific variations in agreement types are not outlined, the potential existence of Incentive Stock Options (SOS) and Non-Qualified Stock Options (SOS) may provide further flexibility and customization within this agreement.

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Most companies follow a four-year vesting schedule with a one-year cliff. If that's the case for you, you can start exercising 25% of your options after the first year, and 100% of your options after your fourth year.

The retention of employees who have been granted stock options occurs through a technique called vesting. Vesting helps employers encourage employees to stay through the vesting period in order to take ownership of the options granted to them.

If you were granted stock options and have already exercised some or all of those vested options before your departure, you already own those shares?your company usually can't claim or repurchase them when you leave.

A share vesting agreement (SVA) is a contract between a business and an employee, whereby the employee is provided with new shares that vest over time. These agreements lay out the terms and conditions regarding vested shares, as well as the options in relation to vesting.

For example, you may be granted the right to buy 1,000 shares, with the options vesting 25% per year over four years with a term of 10 years. So 25% of the ESOs, conferring the right to buy 250 shares would vest in one year from the option grant date, another 25% would vest two years from the grant date, and so on.

Key Points: A common rule of thumb is to sell restricted stock units when they vest because there is no tax benefit to holding the stock any longer.

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Wisconsin Stock Option Agreement between America Online, Inc. and Mapquest.Com, Inc.