Restricted Stock Agreement
Granted Under 2000 Stock Incentive Plan
AGREEMENT made as of the 2nd day of September, 2003 (the “Grant Date”) between CMGI, Inc., a Delaware corporation
(the “Company”), and [ ] (the “Participant”).
For past services rendered and other valuable consideration, receipt of which is acknowledged, the parties hereto agree as
1. Grant of Shares .
The Company hereby grants to the Participant, subject to the terms and conditions set forth in this Agreement and in the
Company’s 2000 Stock Incentive Plan (the “Plan”), [ ] shares (the “Shares”) of common stock, $0.01 par value, of the
Company (“Common Stock”). The Participant agrees that the Shares shall be subject to forfeiture as set forth in Section 2 of this
Agreement and the restrictions on transfer set forth in Section 3 of this Agreement.
2. Forfeiture .
(a) In the event that the Participant ceases to be employed by the Company for any reason or no reason, with or
without cause, prior to September 2, 2006, all of the Unvested Shares (as defined below) shall be forfeited.
“Unvested Shares” means the total number of Shares multiplied by the Applicable Percentage at the time the Participant
ceases to be employed by the Company. The “Applicable Percentage” shall be (i) 100% during the 12-month period ending
September 1, 2004, (ii) 66.67% during the 12-month period ending September 1, 2005, (iii) 33.33% during the 12-month period
ending September 1, 2006 and (iv) zero after September 1, 2006.
(b) For purposes of this Agreement, employment with the Company shall include employment with a parent or
subsidiary of the Company.
3. Restrictions on Transfer .
The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or
otherwise (collectively “transfer”) any Shares, or any interest therein, that would be Unvested Shares if the Participant