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1996 STOCK OPTION PLAN
1. Purposes of the Plan. The purposes of this Stock Option Plan are to attract and retain the best available personnel
for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and
its Subsidiaries and to promote the success of the Company's business. Options granted under the Plan may be incentive stock
options (as defined under Section 422 of the Code) or nonstatutory stock options, as determined by the Administrator at the
time of grant of an option and subject to the applicable provisions of Section 422 of the Code, as amended, and the regulations
2. Definitions. As used herein, the following definitions shall apply:
(a) "Administrator" means the Board or any of its Committees appointed pursuant to Section 4 of the Plan.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means a Committee appointed by the Board of Directors in accordance with Section 4 of the
(e) "Common Stock" means the Common Stock of the Company.
(f) "Company" means CitySearch, Inc., a Delaware corporation.
(g) "Consultant" means any person who is engaged by the Company or any Parent or Subsidiary to render
consulting or advisory services and is compensated for such services, and any director of the Company whether
compensated for such services or not. If and in the event the Company registers any class of any equity security
pursuant to the Exchange Act, the term Consultant shall thereafter not include directors who are not compensated for
their services or are paid only a director's fee by the Company.
(h) "Continuous Status as an Employee or Consultant" means tha