under the 1998 Stock PlanElection and Restricted Stock Agreement • January 27th, 2005 • Digital Impact Inc /De/ • Services-business services, nec • California
This Exchange Election and Restricted Stock Agreement (this “Agreement”) made as of the date set forth at the foot of the signature page hereto (the “Exchange Date”) sets forth the agreement between Digital Impact, Inc., a Delaware corporation (“Digital Impact”), and the executive whose name is set forth on Schedule A (hereinafter referred to as “you” and “your”). This Agreement and the transfer and conveyance of the Digital Impact common stock described below are made subject to and in all respects are limited by the provisions of the Digital Impact, Inc. 1998 Stock Plan, as amended and restated (the “Plan”).
Retention AgreementRetention Agreement • January 27th, 2005 • Digital Impact Inc /De/ • Services-business services, nec • California
Digital Impact, Inc. and its subsidiaries (collectively, the “Company”) considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. Further, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a change in control exists, and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.
