Option Agreement [Benchmarking Partners Inc.] - Internet Capital Group Inc. and Christopher Greendale
AMENDMENT OF OPTION AGREEMENT
AMENDMENT OF BENCHMARKING PARTNERS, INC. OPTION AGREEMENT
("Amendment"), dated as of July 19, 1999, between Christopher Greendale
("Optionee") and Internet Capital Group, Inc., a Delaware Corporation ("ICGE").
Background
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WHEREAS, Optionee and ICGE's predecessor, Internet Capital
Group, L.L.C., a Delaware Limited Liability Company ("ICG") are parties to a
Benchmarking Partners, Inc. Option Agreement dated as of January 1, 1997 (the
"Agreement") concerning a grant by ICG to Optionee of an option to purchase
shares of Series A Preferred Stock of Benchmarking Partners, Inc.
("Benchmarking"), a Massachusetts Corporation.
WHEREAS, Optionee and ICGE acknowledge a mutual mistake of
fact contained in the Agreement and wish by this Amendment to make certain
changes to the provisions of the Agreement.
WHEREAS, Optionee and ICGE wish to amend their Agreement so as
to modify Optionee's option to purchase shares of Series A Preferred Stock of
Benchmarking, such that the number of shares for which Optionee shall have an
option to purchase shall be 1,170 shares of Series A Preferred Stock of
Benchmarking, which shares as of the date of this Amendment are convertible into
58,500 shares of Common Stock, par value $0.01 per share, of Benchmarking.
Terms
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NOW, THEREFORE, intending to be legally bound, the parties
hereto agree as follows:
1. Subsection (a) of Section 1, entitled "Grant of Option: Representations and
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Warranties.", is hereby amended and restated in its entirety:
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1. Grant of Option: Representations and Warranties.
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(a) ICG hereby irrevocably grants to Optionee the right and
option to purchase all or any part of an aggregate of 1,170 shares (the
"Option Shares") of Series A Preferred Stock ("Series A Preferred
Stock") of Benchmarking Partners, Inc. ("Benchmarking") presently owned
by ICG, on the terms and conditions set forth in this Agreement.
2. Subsections (b) and (c) of Section 2, entitled "Term and Time of Exercise of
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Option: Option Price.", are hereby amended and restated in their entirety:
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2. Term and Time of Exercise of Option: Option Price.
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(b) Subject to Sections 5 and 6, the Option Shares shall
become exercisable in four cumulative, approximately equal annual
increments beginning on the first anniversary of the Grant Date. Thus,
approximately one-fourth (293) of the Option Shares shall become
exercisable one (1) year from the Grant Date; approximately an
additional one-fourth (293) of the Option Shares shall become
exercisable two (2) years from the Grant Date; approximately an
additional one-fourth (292) of the Option Shares shall become
exercisable three (3) years from the Grant Date; and approximately the
remaining one-fourth (292) of the Option Shares shall become
exercisable four (4) years from the Grant Date.
(c) This Option shall be exercisable at the purchase price of
$142.50 per share (the "Option Price").
3. In all other respects, the Agreement shall continue in full
force and effect.
4. This Amendment is effective as of the date first above
written.
5. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first above written.
INTERNET CAPITAL GROUP, INC.
(F/K/A INTERNET CAPITAL GROUP, L.L.C.)
By: /s/ Henry Nassau
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Name: Henry Nassau
Title: M. Director & G.C.
By: /s/ C.H. Greendale
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Name: C. H. Greendale
Title: MGG Director