DOUBLECLICK INC
AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>y89015exv10w1.txt
<DESCRIPTION>AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                    Exhibit 10.1

                                 DOUBLECLICK INC
                            1997 STOCK INCENTIVE PLAN
                           --------------------------

            (As Amended and Restated Effective as of April 16, 2003)

                                  ARTICLE One

                               GENERAL PROVISIONS
                               ------------------

  I.    PURPOSE OF THE PLAN

        This 1997 Stock Incentive Plan is intended to promote the interests of
DoubleClick Inc., a Delaware corporation, by providing eligible persons with the
opportunity to acquire a proprietary interest, or otherwise increase their
proprietary interest, in the Corporation as an incentive for them to remain in
the service of the Corporation.

        Capitalized terms shall have the meanings assigned to such terms in the
attached Appendix.

        All share numbers in this document reflect both 2-for-1 stock splits
effected by the Company on April 5, 1999 and January 10, 2000.

  II.   STRUCTURE OF THE PLAN

        A.  The Plan shall be divided into three separate equity programs:

            (i)   the Discretionary Option Grant Program under which eligible
persons may, at the discretion of the Plan Administrator, be granted options to
purchase shares of Common Stock,

            (ii)  the Stock Issuance Program under which eligible persons may,
at the discretion of the Plan Administrator, be issued shares of Common Stock
directly, either through the immediate purchase of such shares or as a bonus for
services rendered the Corporation (or any Parent or Subsidiary), and

            (iii) the Automatic Option Grant Program under which eligible
non-employee Board members shall automatically receive option grants at periodic
intervals to purchase shares of Common Stock.

        B.  The provisions of Articles One and Five shall apply to all equity
programs under the Plan and shall govern the interests of all persons under the
Plan.
<PAGE>

  III.  ADMINISTRATION OF THE PLAN

        A.  Prior to the Section 12 Registration Date, the Discretionary Option
Grant and Stock Issuance Programs shall be administered by the Board. Beginning
with the Section 12 Registration Date, the Primary Committee shall have sole and
exclusive authority to administer the Discretionary Option Grant and Stock
Issuance Programs with respect to Section 16 Insiders.

        B.  Administration of the Discretionary Option Grant and Stock Issuance
Programs with respect to all other persons eligible to participate in those
programs may, at the Board's discretion, be vested in the Primary Committee or a
Secondary Committee, or the Board may retain the power to administer those
programs with respect to all such persons.

        C.  Members of the Primary Committee or any Secondary Committee shall
serve for such period of time as the Board may determine and may be removed by
the Board at any time. The Board may also at any time terminate the functions of
any Secondary Committee and reassume all powers and authority previously
delegated to such committee.

        D.  Each Plan Administrator shall, within the scope of its
administrative functions under the Plan, have full power and authority (subject
to the provisions of the Plan) to establish such rules and regulations as it may
deem appropriate for proper administration of the Discretionary Option Grant and
Stock Issuance Programs and to make such determinations under, and issue such
interpretations of, the provisions of such programs and any outstanding options
or stock issuances thereunder as it may deem necessary or advisable. Decisions
of the Plan Administrator within the scope of its administrative functions under
the Plan shall be final and binding on all parties who have an interest in the
Discretionary Option Grant and Stock Issuance Programs under its jurisdiction or
any option grants or stock issuance thereunder.

        E.  Service on the Primary Committee or the Secondary Committee shall
constitute service as a Board member, and members of each such committee shall
accordingly be entitled to full indemnification and reimbursement as Board
members for their service on such committee. No member of the Primary Committee
or the Secondary Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any option grants or stock issuances under the
Plan.

        F.  Administration of the Automatic Option Grant Program shall be
self-executing in accordance with the terms of that program, and no Plan
Administrator shall exercise any discretionary functions with respect to any
option grants or stock issuances made under that program.

  IV.   ELIGIBILITY

        A.  The persons eligible to participate in the Discretionary Option
Grant and Stock Issuance Programs are as follows:

            (i)   Employees,

            (ii)  non-employee members of the Board or the board of directors
of any Parent or Subsidiary, and


                                       2


<PAGE>


            (iii)   consultants and other  independent  advisors who provide
services to the Corporation (or any Parent or Subsidiary).

        B.  Each Plan Administrator shall, within the scope of its
administrative jurisdiction under the Plan, have full authority to determine,
(i) with respect to the option grants under the Discretionary Option Grant
Program, which eligible persons are to receive option grants, the time or times
when such option grants are to be made, the number of shares to be covered by
each such grant, the status of the granted option as either an Incentive Option
or a Non-Statutory Option, the time or times when each option is to become
exercisable, the vesting schedule (if any) applicable to the option shares and
the maximum term for which the option is to remain outstanding and (ii) with
respect to stock issuances under the Stock Issuance Program, which eligible
persons are to receive stock issuances, the time or times when such issuances
are to be made, the number of shares to be issued to each Participant, the
vesting schedule (if any) applicable to the issued shares and the consideration
for such shares.

        C.  The Plan Administrator shall have the absolute discretion either to
grant options in accordance with the Discretionary Option Grant Program or to
effect stock issuances in accordance with the Stock Issuance Program.

        D.  The individuals who shall be eligible to participate in the
Automatic Option Grant Program shall be limited to (i) those individuals serving
as non-employee Board members on the Underwriting Date, (ii) those individuals
who first become non-employee Board members after the Underwriting Date, whether
through appointment by the Board or election by the Corporation's stockholders,
and (iii) those individuals who continue to serve as non-employee Board members
at one or more Annual Stockholder Meetings held in calendar years following the
calendar year of the Underwriting Date. A non-employee Board member who has
previously been in the employ of the Corporation (or any Parent or Subsidiary)
shall not be eligible to receive an option grant under the Automatic Option
Grant Program at the time he or she first becomes a non-employee Board member,
but shall be eligible to receive periodic option grants under the Automatic
Option Grant Program while he or she continues to serve as a non-employee Board
member.

    V.  STOCK SUBJECT TO THE PLAN

        A.  The stock issuable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock, including shares repurchased by the
Corporation on the open market. The maximum number of shares of Common Stock
reserved for issuance as of April 16, 2003 over the term of the Plan shall not
exceed 39,948,152 shares, subject to the automatic share increases described in
Paragraph V.B. below.


                                       3


<PAGE>


        B.  The number of shares of Common Stock available for issuance under
the Plan shall automatically increase on the first trading day of each calendar
year during the term of the Plan by an amount equal to (i) three percent (3%) of
the shares of Common Stock outstanding on the last trading day of the
immediately preceding calendar year or (ii) effective April 16, 2003, such
lesser amount as may be determined by the Board, provided that, no such increase
will exceed 2,400,000 shares. No Incentive Options may be granted on the basis
of the additional shares of Common Stock resulting from such annual increases.

        C.  No one person participating in the Plan may receive options and
direct stock issuances for more than 1,500,000 shares of Common Stock in the
aggregate per calendar year.

        D.  Shares of Common Stock subject to outstanding options (including
options incorporated into this Plan from the Predecessor Plan) shall be
available for subsequent issuance under the Plan to the extent (i) those options
expire or terminate for any reason prior to exercise in full or (ii) the options
are cancelled in accordance with cancellation-regrant provisions of Article Two,
unless otherwise determined by the Board, at any time from time to time after
January 1, 2003, with respect to options that expire or terminate or are
cancelled under (i) or (ii) of this Section V.D after January 1, 2003. Unvested
shares issued under the Plan and subsequently cancelled or repurchased by the
Corporation at the original exercise or issue price paid per share, pursuant to
the Corporation's repurchase rights under the Plan shall be added back to the
number of shares of Common Stock reserved for issuance under the Plan and shall
accordingly be available for reissuance through one or more subsequent option
grants or direct stock issuances under the Plan unless otherwise determined by
the Board, at any time and from time to time after January 1, 2003, with respect
to any such cancellation of repurchase occuring after that date. However,
should the exercise price of an option under the Plan be paid with shares of
Common Stock or should shares of Common Stock otherwise issuable under the Plan
be withheld by the Corporation in satisfaction of the withholding taxes
incurred in connection with the exercise of an option or the vesting of a stock
issuance under the Plan, then the number of shares of Common Stock available
for issuance under the Plan shall be reduced by the gross number of shares for
which the option is exercised or which vest under the stock issuance, and not
by the net number of shares of Common Stock issued to the holder of such option
or stock issuance.

        E.  If any change is made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class without
the Corporation's receipt of consideration, appropriate adjustments shall be
made to (i) the maximum number and/or class of securities issuable under the
Plan, (ii) the maximum number and/or class of securities available for issuance
under the Plan is to increase automatically each year, (iii) the number and/or
class of securities for which any one person may be granted stock options and
direct stock issuances under this Plan per calendar year, (iv) the number and/or
class of securities for which grants are subsequently to be made under the
Automatic Option Grant Program to new and continuing non-employee Board members,
(v) the number and/or class of securities and the exercise price per share in
effect under each outstanding option under the Plan and (vi) the number and/or
class of securities and price per share in effect under each outstanding option
incorporated into this Plan from the Predecessor Plan. Such adjustments to the
outstanding options are to be effected in a manner which shall preclude the
enlargement or dilution of rights and benefits under such options. The
adjustments determined by the Plan Administrator shall be final, binding and
conclusive.


                                       4

<PAGE>


                                  ARTICLE TWO

                       DISCRETIONARY OPTION GRANT PROGRAM
                       ----------------------------------

  I.  OPTION TERMS

        Each option shall be evidenced by one or more documents in the form
approved by the Plan Administrator; provided, however, that each such document
shall comply with the terms specified below. Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

        A.  Exercise Price.

            1.  The exercise price per share shall be fixed by the Plan
Administrator but shall not be less than eighty-five  percent (85%) of the Fair
Market Value per share of Common Stock on the option grant date.

            2.  The exercise price shall become immediately due upon exercise of
the option and shall, subject to the provisions of Section I of Article Five and
the documents evidencing the option, be payable in one or more of the following:

                (i)   cash,

                (ii)  check made payable to the Corporation,

                (iii) shares of Common Stock held for the requisite period
    necessary to avoid a charge to the Corporation's earnings for financial
    reporting purposes and valued at Fair Market Value on the Exercise Date, or

                (iv)  to the extent the option is exercised for vested shares,
    through a special sale and remittance procedure pursuant to which the
    Optionee shall concurrently provide irrevocable instructions (A) to a
    Corporation-designated brokerage firm to effect the immediate sale of the
    purchased shares and remit to the Corporation, out of the sale proceeds
    available on the settlement date, sufficient funds to cover the aggregate
    exercise price payable for the purchased shares plus all applicable Federal,
    state and local income and employment taxes required to be withheld by the
    Corporation by reason of such exercise and (B) to the Corporation to deliver
    the certificates for the purchased shares directly to such brokerage firm in
    order to complete the sale.

        Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

        B.  Exercise and Term of Options. Each option shall be exercisable at
such time or times, during such period and for such number of shares as shall be
determined by the Plan Administrator and set forth in the documents evidencing
the option. However, no option shall have a term in excess of ten (10) years
measured from the option grant date.

                                       5

<PAGE>
 C.   Effect of Termination of Service.

            1.  The following provisions shall govern the exercise of any
options held by the Optionee at the time of cessation of Service or death:

                (i)  Any option outstanding at the time of the Optionee's
    cessation of Service for any reason shall remain exercisable for such period
    of time thereafter as shall be determined by the Plan Administrator and set
    forth in the documents evidencing the option, but no such option shall be
    exercisable after the expiration of the option term.

                (ii)  Any option  exercisable in whole or in part by the
    Optionee at the time of death may be subsequently exercised by the personal
    representative of the Optionee's estate or by the person or persons to whom
    the option is transferred pursuant to the Optionee's will or in accordance
    with the laws of descent and distribution.

                (iii) Should the Optionee's Service be terminated for
    Misconduct, then all outstanding options held by the Optionee shall
    terminate immediately and cease to be outstanding.

                (iv)  During the applicable post-Service exercise period, the
    option may not be exercised in the aggregate for more than the number of
    vested shares for which the option is exercisable on the date of the
    Optionee's cessation of Service. Upon the expiration of the applicable
    exercise period or (if earlier) upon the expiration of the option term, the
    option shall terminate and cease to be outstanding for any vested shares for
    which the option has not been exercised. However, the option shall,
    immediately upon the Optionee's cessation of Service, terminate and cease to
    be outstanding to the extent the option is not otherwise at that time
    exercisable for vested shares.

            2.  The Plan Administrator shall have complete discretion,
exercisable either at the time an option is granted or at any time while the
option remains outstanding, to:

                (i)  extend the period of time for which the option is to remain
    exercisable following the Optionee's cessation of Service from the limited
    exercise period otherwise in effect for that option to such greater period
    of time as the Plan Administrator shall deem appropriate, but in no event
    beyond the expiration of the option term, and/or

                (ii)  permit the option to be exercised, during the applicable
    post-Service exercise period, not only with respect to the number of vested
    shares of Common Stock for which such option is exercisable at the time of
    the Optionee's cessation  of Service but also with respect to one or more
    additional installments in which the Optionee would have vested had the
    Optionee continued in Service.


                                       6
<PAGE>
        D.  Stockholder Rights. The holder of an option shall have no
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.

        E.  Repurchase Rights. The Plan Administrator shall have the discretion
to grant options which are exercisable for unvested shares of Common Stock.
Should the Optionee cease Service while holding such unvested shares, the
Corporation shall have the right to repurchase, at the exercise price paid per
share, any or all of those unvested shares. The terms upon which such repurchase
right shall be exercisable (including the period and procedure for exercise and
the appropriate vesting schedule for the purchased shares) shall be established
by the Plan Administrator and set forth in the document evidencing such
repurchase right. Prior to the Section 12 Registration Date, the Plan
Administrator may not impose a vesting schedule upon any option grant or the
shares of Common Stock subject to that option which is more restrictive than
twenty percent (20%) per year vesting, with the initial vesting to occur not
later than one (1) year after the option grant date. However, such limitation
shall not be applicable to any option grants made to individuals who are
officers of the Corporation, non-employee Board members or independent
consultants.

        F.  Limited Transferability of Options. During the lifetime of the
Optionee, Incentive Options shall be exercisable only by the Optionee and shall
not be assignable or transferable other than by will or by the laws of descent
and distribution following the Optionee's death. However, a Non-Statutory Option
may, in connection with the Optionee's estate plan, be assigned in whole or in
part during the Optionee's lifetime to one or more members of the Optionee's
immediate family or to a trust established exclusively for one or more such
family members. The assigned portion may only be exercised by the person or
persons who acquire a proprietary interest in the option pursuant to the
assignment. The terms applicable to the assigned portion shall be the same as
those in effect for the option immediately prior to such assignment and shall be
set forth in such documents issued to the assignee as the Plan Administrator may
deem appropriate.

  II.  INCENTIVE OPTIONS

        The terms specified below shall be applicable to all Incentive Options.
Except as modified by the provisions of this Section II, all the provisions of
Articles One, Two and Five shall be applicable to Incentive Options. Options
which are specifically designated as Non-Statutory Options when issued under the
Plan shall not be subject to the terms of this Section II.

        A.  Eligibility. Incentive Options may only be granted to Employees.

        B.  Exercise Price. The exercise price per share shall not be less than
the Fair Market Value per share of Common Stock on the option grant date.

        C.  Dollar Limitation. The aggregate Fair Market Value of the shares of
Common Stock (determined as of the respective date or dates of grant) for which
one or more options granted to any Employee under the Plan (or any other option
plan of the Corporation or any Parent or Subsidiary) may for the first time
become exercisable as Incentive Options during any one calendar year shall not
exceed the sum of One Hundred Thousand Dollars ($100,000).


                                       7

<PAGE>


To the extent the Employee holds two (2) or more such options which become
exercisable for the first time in the same calendar year, the foregoing
limitation on the exercisability of such options as Incentive Options shall be
applied on the basis of the order in which such options are granted.

        D.  10% Stockholder. If any Employee to whom an Incentive Option is
granted is a 10% Stockholder, then the exercise price per share shall not be
less than one hundred ten percent (110%) of the Fair Market Value per share of
Common Stock on the option grant date, and the option term shall not exceed five
(5) years measured from the option grant date.

  III.  CHANGE IN CONTROL

        A.  Each option outstanding at the time of a Change in Control but not
otherwise fully exercisable shall automatically accelerate so that each such
option shall, immediately prior to the effective date of the Change in Control,
become exercisable for all of the shares of Common Stock at the time subject to
that option and may be exercised for any or all of those shares as fully-vested
shares of Common Stock. However, an outstanding option shall not become
exercisable on such an accelerated basis if and to the extent: (i) such option
is, in connection with the Change in Control, to be assumed or otherwise
continued in full force or effect by the successor corporation (or parent
thereof) pursuant to the terms of the Change in Control transaction, (ii) such
option is to be replaced with a cash incentive program of the successor
corporation which preserves the spread existing at the time of the Corporate
Transaction on the shares of Common Stock for which the option is not otherwise
at that time exercisable and provides for subsequent payout in accordance with
the same vesting schedule applicable to those option shares or (iii) the
acceleration of such option is subject to other limitations imposed by the Plan
Administrator at the time of the option grant.

        B.  All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Change in Control, except to
the extent: (i) those repurchase rights are to be assigned to the successor
corporation (or parent thereof) or (ii) such accelerated vesting is precluded by
other limitations imposed by the Plan Administrator at the time the repurchase
right is issued.

        C.  Immediately following the consummation of the Change in Control, all
outstanding options shall terminate and cease to be outstanding, except to the
extent assumed by the successor corporation (or parent thereof) or otherwise
expressly continued in full force and effect pursuant to the terms of the Change
in Control transaction.

        D.  Each option which is assumed (or is otherwise to continue in effect)
in connection with a Change in Control shall be appropriately adjusted,
immediately after such Change in Control, to apply to the number and class of
securities which would have been issuable to the Optionee in consummation of
such Change in Control had the option been exercised immediately prior to such
Change in Control. Appropriate adjustments to reflect such Change in Control
shall also be made to (i) the exercise price payable per share under each
outstanding option, provided the aggregate exercise price payable for such
securities shall remain the same, (ii) the maximum number and/or class of
securities available for issuance over the

                                       8

<PAGE>

remaining term of the Plan and (iii) the maximum number and/or class of
securities for which any one person may be granted stock options and direct
stock issuances under the Plan per calendar year.

        E.  The Plan Administrator shall have full power and authority
exercisable, either at the time the option is granted or at any time while the
option remains outstanding, to provide for the accelerated vesting, in whole or
in part, of one or more outstanding options under the Discretionary Option Grant
Program automatically upon the occurrence of a Change in Control, whether or not
those options are to be assumed or otherwise continued in full force and effect
pursuant to the express terms of the Change in Control transaction. In addition,
the Plan Administrator may structure one or more of the Corporation's repurchase
rights under the Discretionary Option Grant Program so that those rights shall
immediately terminate, in whole or in part, at the time of a Change in Control
and shall not be assignable to the successor corporation (or parent thereof),
and the shares subject to those terminated repurchase rights shall accordingly
vest in full at the time of such Change in Control.

        F.  The Plan Administrator shall have full power and authority
exercisable, either at the time the option is granted or at any time while the
option remains outstanding, to provide for the accelerated vesting, in whole or
in part, of one or more outstanding options under the Discretionary Option Grant
Program upon the Involuntary Termination of the Optionee's Service within a
designated period (not to exceed twelve (12) months) following the effective
date of any Change in Control in which those options do not otherwise
accelerate. In addition, the Plan Administrator may structure one or more of the
Corporation's repurchase rights under the Discretionary Option Grant Program so
that those rights will immediately terminate at the time of such Involuntary
Termination, and the shares subject to those terminated repurchase rights shall
accordingly vest in full at that time.

        G.  The portion of any Incentive Option accelerated in connection with a
Change in Control shall remain exercisable as an Incentive Option only to the
extent the applicable One Hundred Thousand Dollar limitation is not exceeded. To
the extent such dollar limitation is exceeded, the accelerated portion of such
option shall be exercisable as a Non-Statutory Option under the Federal tax
laws.

        H.  The outstanding options shall in no way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.

  IV.   CANCELLATION AND REGRANT OF OPTIONS

        The Plan Administrator shall have the authority to effect, at any time
and from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options under the Discretionary Option
Grant Program (including outstanding options incorporated from the Predecessor
Plan) and to grant in substitution new options covering the same or different
number of shares of Common Stock but with an exercise price per share based on
the Fair Market Value per share of Common Stock on the new grant date.


                                       9


<PAGE>

                                 ARTICLE THREE

                             STOCK ISSUANCE PROGRAM
                             ----------------------

  I.    STOCK ISSUANCE TERMS

        Shares of Common Stock may be issued under the Stock Issuance Program
through direct and immediate issuances without any intervening option grants.
Each such stock issuance shall be evidenced by a Stock Issuance Agreement which
complies with the terms specified below. Shares of Common Stock may also be
issued under the Stock Issuance Program pursuant to share right awards which
entitle the recipients to receive those shares upon the attainment of designated
performance goals.

        A.  Purchase Price.

            1.  The purchase price per share of Common Stock subject to direct
issuance shall be fixed by the Plan Administrator, but shall not be less than
one hundred percent (100%) of the Fair Market Value per share of Common Stock on
the issuance date.

            2.  Shares of Common Stock may be issued under the Stock Issuance
Program for any of the following items of consideration which the Plan
Administrator may deem appropriate in each individual instance:

                (i)    cash or check made payable to the Corporation, or

                (ii)    past services rendered to the Corporation (or any Parent
    or Subsidiary).

        B.  Vesting/Issuance Provisions.

            1.  The Plan Administrator may issue shares of Common Stock under
the Stock Issuance Program which are fully and immediately vested upon issuance
or which are to vest in one or more installments over the Participant's period
of Service or upon attainment of specified performance objectives.
Alternatively, the Plan Administrator may issue share right awards under the
Stock Issuance Program which shall entitle the recipient to receive a specified
number of shares of Common Stock upon the attainment of one or more performance
goals established by the Plan Administrator. Upon the attainment of such
performance goals, fully-vested shares of Common Stock shall be issued in
satisfaction of those share right awards. However, prior to the Section 12
Registration Date, the Plan Administrator may not impose a vesting schedule upon
any stock issuance or share rights award effected under the Stock Issuance
Program which is more restrictive than twenty percent (20%) per year vesting,
with initial vesting to occur not later than one (1) year after the issuance
date. Such limitation shall not apply to any Common Stock issuances made to the
officers of the Corporation, non-employee Board members or independent
consultants.

                                       10


<PAGE>


            2.  Any new, substituted or additional securities or other property
(including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to his or her unvested
shares of Common Stock by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's
receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant's unvested shares of Common Stock and
(ii) such escrow arrangements as the Plan Administrator shall deem appropriate.

            3.  The Participant shall have full stockholder rights with respect
to any shares of Common Stock issued to the Participant under the Stock Issuance
Program, whether or not the Participant's interest in those shares is vested.
Accordingly, the Participant shall have the right to vote such shares and to
receive any regular cash dividends paid on such shares.

            4.  Should the Participant cease to remain in Service while holding
one or more unvested shares of Common Stock issued under the Stock Issuance
Program or should the performance objectives not be attained with respect to one
or more such unvested shares of Common Stock, then those shares shall be
immediately surrendered to the Corporation for cancellation, and the Participant
shall have no further stockholder rights with respect to those shares. To the
extent the surrendered shares were previously issued to the Participant for
consideration paid in cash or cash equivalent (including the Participant's
purchase-money indebtedness), the Corporation shall repay to the Participant the
cash consideration paid for the surrendered shares and shall cancel the unpaid
principal balance of any outstanding purchase-money note of the Participant
attributable to the surrendered shares.

            5.  The Plan Administrator may in its discretion waive the surrender
and cancellation of one or more unvested shares of Common Stock (or other assets
attributable thereto) which would otherwise occur upon the cessation of the
Participant's Service or the non-attainment of the performance objectives
applicable to those shares. Such waiver shall result in the immediate vesting of
the Participant's interest in the shares of Common Stock as to which the waiver
applies. Such waiver may be effected at any time, whether before or after the
Participant's cessation of Service or the attainment or non-attainment of the
applicable performance objectives.

            6.  Outstanding share right awards under the Stock Issuance Program
shall automatically terminate, and no shares of Common Stock shall actually be
issued in satisfaction of those awards, if the performance goals established for
such awards are not attained. The Plan Administrator, however, shall have the
discretionary authority to issue shares of Common Stock in satisfaction of one
or more outstanding share right awards as to which the designated performance
goals are not attained.

  II.   CHANGE IN CONTROL

        A.  All of the Corporation's outstanding repurchase rights under the
Stock Issuance Program shall terminate automatically, and all the shares of
Common Stock subject to those terminated rights shall immediately vest in full,
in the event of any Change in Control,

                                       11


<PAGE>
except to the extent (i) those repurchase rights are to be assigned to the
successor corporation (or parent thereof) or are otherwise to continue in full
force and effect pursuant to the express terms of the Change in Control
transaction or (ii) such accelerated vesting is precluded by other limitations
imposed in the Stock Issuance Agreement.

        B. The Plan Administrator shall have the discretionary authority,
exercisable either at the time the unvested shares are issued or any time while
the Corporation's repurchase rights remain outstanding under the Stock Issuance
Program, to provide that those rights shall automatically terminate in whole or
in part upon the occurrence of a Change in Control and shall not be assignable
to the successor corporation (or parent thereof), and the shares of Common Stock
subject to those terminated rights shall immediately vest at the time of such
Change in Control.

        C. The Plan Administrator shall have the discretionary authority,
exercisable either at the time the unvested shares are issued or any time while
the Corporation's repurchase rights remain outstanding under the Stock Issuance
Program, to provide that those rights shall automatically terminate in whole or
in part, and the shares of Common Stock subject to those terminated rights shall
immediately vest upon the Involuntary Termination of the Participant's Service
within a designated period (not to exceed twelve (12) months) following the
effective date of any Change in Control in which those repurchase rights are
assigned to the successor corporation (or parent thereof),

  III.  SHARE ESCROW/LEGENDS

        Unvested shares may, in the Plan Administrator's discretion, be held in
escrow by the Corporation until the Participant's interest in such shares vests
or may be issued directly to the Participant with restrictive legends on the
certificates evidencing those unvested shares.

                                       12
<PAGE>


                                  ARTICLE FOUR

                         AUTOMATIC OPTION GRANT PROGRAM
                         ------------------------------

I.  OPTION TERMS

    A.  Grant Dates. Option grants shall be made on the dates
        specified below:


        1.  Each individual serving as a non-employee Board member on the
Underwriting Date shall automatically be granted at that time a Non-Statutory
Option to purchase 20,000 shares of Common Stock.

        2.  Each individual who is first elected or appointed as a non-employee
Board member at any time after the Underwriting Date shall automatically be
granted, on the date of such initial election or appointment, a Non-Statutory
Option to purchase 100,000 shares of Common Stock, provided that individual has
not previously been in the employ of the Corporation or any Parent or
Subsidiary.

        3.  On the date of each Annual Stockholders Meeting, beginning with the
Annual Meeting held in the first calendar year after the calendar year of the
Underwriting Date, each individual who is to continue to serve as an Eligible
Director, whether or not that individual is standing for re-election to the
Board at that particular Annual Meeting, shall automatically be granted a
Non-Statutory Option to purchase 20,000 shares of Common Stock, provided such
individual has served as a non-employee Board member for at least six (6)
months. There shall be no limit on the number of such 20,000-share option grants
any one Eligible Director may receive over his or her period of Board service,
and non-employee Board members who have previously been in the employ of the
Corporation (or any Parent or Subsidiary) shall be eligible to receive one or
more such annual option grants over their period of continued Board service.

    B.  Exercise Price.

        1.  The exercise price per share shall be equal to one hundred percent
(100%) of the Fair Market Value per share of Common Stock on the option grant
date.

        2.  The exercise price shall be payable in one or more of the
alternative forms authorized under the Discretionary Option Grant Program.
Except to the extent the sale and remittance procedure specified thereunder is
utilized, payment of the exercise price for the purchased shares must be made
on the Exercise Date.

    C.  Option Term. Each option shall have a term of ten (10) years measured
from the option grant date.

    D.  Exercise and Vesting of Options. Each option shall be immediately
exercisable for any or all of the option shares. However, any shares purchased
under the option shall be subject to repurchase by the Corporation, at the
exercise price paid per share, upon the Optionee's cessation of Board service
prior to vesting in those shares. Each initial 100,000-share grant shall vest,
and the Corporation's repurchase right shall lapse, in a series of four (4)


                                       13

<PAGE>

successive equal annual installments upon the Optionee's completion of each year
of Board service over the four (4)-year period measured from the option grant
date. Each annual 10,000-share grant shall vest, and the Corporation's
repurchase right shall lapse, upon the Optionee's completion of one (1) year of
Board service measured from the automatic grant date.

           E. Termination of Board Service. The following provisions shall
govern the exercise of any options held by the Optionee at the time the
Optionee ceases to serve as a Board member:

                (i)  The period of exercising the option shall be limited to a
    twelve (11)-month period measured from the date of the Optionee's cessation
    of Board service.

                (ii)  During the twelve (11)-month exercise period, the option
    may not be exercised in the aggregate for more than the number of shares of
    Common Stock in which the Optionee is vested at time of his or her cessation
    of Board service.

                (iii)  Should the Optionee cease to serve as a Board member by
    reason of death or Permanent Disability, then all shares at the time subject
    to the option shall immediately vest so that such option may, during the
    twelve (11)-month exercise period following such cessation of Board service,
    be exercised for all or any portion of those shares as fully-vested shares
    of Common Stock.

                (iv)   In no event shall the option remain exercisable after the
    expiration of the option term.

                (v)   Upon the expiration of the twelve (11)-month exercise
    period or (if earlier) upon the expiration of the option term, the option
    shall terminate and cease to be outstanding for any vested shares for which
    the option has not been exercised. However, the option shall, immediately
    upon the Optionee's cessation of Board service for any reason other than
    death or Permanent Disability, terminate and cease to be outstanding for any
    and all option shares in which the Optionee is not otherwise at that time
    vested.

   II.  CHANGE IN CONTROL

        A.  The shares of Common Stock at the time subject to each option
outstanding at the time of a Change in Control but not otherwise vested shall
automatically vest in full so that each such option shall, immediately prior to
the effective date of the Change in Control, become fully exercisable for all of
the shares of Common Stock at the time subject to such option and may be
exercised for all or any portion of those shares as fully-vested shares of
Common Stock. Immediately following the consummation of the Change in Control,
each automatic option grant shall terminate and cease to be outstanding, except
to the extent assumed by the successor corporation (or parent thereof).



                                       14

<PAGE>
       B.  Each option which is assumed in connection with a Change in Control
shall be appropriately adjusted, immediately after such Change in Control, to
apply to the number and class of securities which would have been issuable to
the Optionee in consummation of such Change in Control had the option been
exercised immediately prior to such Change in Control. Appropriate adjustments
shall also be made to the exercise price payable per share under each
outstanding option, provided the aggregate exercise price payable for such
securities shall remain the same.

       C.  The grant of options under the Automatic Option Grant Program shall
in no way affect the right of the Corporation to adjust, reclassify, reorganize
or otherwise change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or
assets.

 III.  REMAINING TERMS

       The remaining terms of each option granted under the Automatic Option
Grant Program shall be the same as the terms in effect for option grants made
under the Discretionary Option Grant Program.




                                       15
<PAGE>


                                  ARTICLE FIVE

                                 MISCELLANEOUS
                                 -------------

   I.  FINANCING

       The Plan Administrator may permit any Optionee or Participant to pay the
option exercise price under the Discretionary Option Grant Program or the
purchase price of shares issued under the Stock Issuance Program by delivering a
full-recourse, interest bearing promissory note payable in one or more
installments. The terms of any such promissory note (including the interest rate
and the terms of repayment) shall be established by the Plan Administrator in
its sole discretion. In no event may the maximum credit available to the
Optionee or Participant exceed the sum of (i) the aggregate option exercise
price or purchase price payable for the purchased shares (less the par value of
those shares) plus (ii) any Federal, state and local income and employment tax
liability incurred by the Optionee or the Participant in connection with the
option exercise or share purchase.

  II.  TAX WITHHOLDING

       A.  The Corporation's obligation to deliver shares of Common Stock upon
the exercise of options or the issuance or vesting of such shares under the Plan
shall be subject to the satisfaction of all applicable Federal, state and local
income and employment tax withholding requirements.

       B.  The Plan Administrator may, in its discretion, provide any or all
holders of Non-Statutory Options or unvested shares of Common Stock under the
Plan with the right to use shares of Common Stock in satisfaction of all or part
of the Taxes incurred by such holders in connection with the exercise of their
options or the vesting of their shares. Such right may be provided to any such
holder in either or both of the following formats:

           Stock Withholding: The election to have the Corporation withhold,
from the shares of Common Stock otherwise issuable upon the exercise of such
Non-Statutory Option or the vesting of such shares, a portion of those shares
with an aggregate Fair Market Value equal to the percentage of the Taxes (not to
exceed one hundred percent (100%)) designated by the holder.

           Stock Delivery: The election to deliver to the Corporation, at the
time the Non-Statutory Option is exercised or the shares vest, one or more
shares of Common Stock previously acquired by such holder (other than in
connection with the option exercise or share vesting triggering the Taxes) with
an aggregate Fair Market Value equal to the percentage of the Taxes (not to
exceed one hundred percent (100%)) designated by the holder.

 III.  EFFECTIVE DATE AND TERM OF THE PLAN

       A.  The Discretionary Option Grant and Stock Issuance Programs became
effective immediately upon the Plan Effective Date. However, the Automatic
Option Grant Program became effective on the Underwriting Date.


                                       16


<PAGE>
       B.  The Plan was amended by the Board on April 9, 1999 and approved by
the stockholders at the 1999 Annual Meeting, in order to increase the share
reserve under the Plan by an additional Sixteen Million (16,000,000) shares and
to limit the annual automatic share increase to 2,400,000 shares annually.

       C.  The Plan serves as the successor to the Predecessor Plan, and no
further option grants or direct stock issuances shall be made under the
Predecessor Plan after the Plan Effective Date. All options outstanding under
the Predecessor Plan on the Plan Effective Date shall be incorporated into the
Plan at that time and shall be treated as outstanding options under the Plan.
However, each outstanding option so incorporated shall continue to be governed
solely by the terms of the documents evidencing such option, and no provision of
the Plan shall be deemed to affect or otherwise modify the rights or obligations
of the holders of such incorporated options with respect to their acquisition of
shares of Common Stock.

       D.  One or more provisions of the Plan, including (without limitation)
the option/vesting acceleration provisions of Article Two relating to Changes in
Control, may, in the Plan Administrator's discretion, be extended to one or more
options incorporated from the Predecessor Plan which do not otherwise contain
such provisions.

       E.  The Plan shall terminate upon the earliest of (i) November 6, 2007,
(ii) the date on which all shares available for issuance under the Plan shall
have been issued as fully-vested shares or (iii) the termination of all
outstanding options in connection with a Change in Control. Upon such plan
termination, all outstanding option grants and unvested stock issuances shall
thereafter continue to have force and effect in accordance with the provisions
of the documents evidencing such grants or issuances.

  IV.  AMENDMENT OF THE PLAN

       A.  The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects. However, no such amendment or
modification shall adversely affect the rights and obligations with respect to
stock options or unvested stock issuances at the time outstanding under the Plan
unless the Optionee or the Participant consents to such amendment or
modification. In addition, certain amendments may require stockholder approval
pursuant to applicable laws or regulations.

       B.  Options to purchase shares of Common Stock may be granted under the
Discretionary Option Grant Program and shares of Common Stock may be issued
under the Stock Issuance Program that are in each instance in excess of the
number of shares then available for issuance under the Plan, provided any excess
shares actually issued under those programs shall be held in escrow until there
is obtained stockholder approval of an amendment sufficiently increasing the
number of shares of Common Stock available for issuance under the Plan. If such
stockholder approval is not obtained within twelve (12) months after the date
the first such excess issuances are made, then (i) any unexercised options
granted on the basis of such excess shares shall terminate and cease to be
outstanding and (ii) the Corporation shall promptly refund to the Optionees and
the Participants the exercise or purchase price paid for any excess shares


                                       17
<PAGE>

issued under the Plan and held in escrow, together with interest (at the
applicable Short Term Federal Rate) for the period the shares were held in
escrow, and such shares shall thereupon be automatically cancelled and cease to
be outstanding.

   V.  USE OF PROCEEDS

       Any cash proceeds received by the Corporation from the sale of shares of
Common Stock under the Plan shall be used for general corporate purposes.

  VI.  REGULATORY APPROVALS

       A.  The implementation of the Plan, the granting of any stock option
under the Plan and the issuance of any shares of Common Stock (i) upon the
exercise of any granted option or (ii) under the Stock Issuance Program shall be
subject to the Corporation's procurement of all approvals and permits required
by regulatory authorities having jurisdiction over the Plan, the stock options
granted under it and the shares of Common Stock issued pursuant to it.

       B.  No shares of Common Stock or other assets shall be issued or
delivered under the Plan unless and until there shall have been compliance with
all applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the shares
of Common Stock issuable under the Plan, and all applicable listing requirements
of any stock exchange (or the Nasdaq National Market, if applicable) on which
Common Stock is then listed for trading.

 VII.  NO EMPLOYMENT/SERVICE RIGHTS

       Nothing in the Plan shall confer upon the Optionee or the Participant any
right to continue in Service for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Corporation (or any
Parent or Subsidiary employing or retaining such person) or of the Optionee or
the Participant, which rights are hereby expressly reserved by each, to
terminate such person's Service at any time for any reason, with or without
cause.


                                       18
<PAGE>



                                    APPENDIX

       The following definitions shall be in effect under the Plan:

   A.  Automatic Option Grant Program shall mean the automatic option grant
program in effect under the Plan.


   B.  Board shall mean the Corporation's Board of Directors.


   C.  Change in Control shall mean any of the following transactions:

          (i) a merger or consolidation approved by the Corporation's
   stockholders in which securities possessing more than fifty percent (50%) of
   the total combined voting power of the Corporation's outstanding securities
   are transferred to a person or persons different from the persons holding
   those securities immediately prior to such transaction,

          (ii) any stockholder-approved sale, transfer or other disposition of
   all or substantially all of the Corporation's assets in complete liquidation
   or dissolution of the Corporation, or

          (iii) the acquisition, directly or indirectly by any person or related
   group of persons (other than the Corporation or a person that directly or
   indirectly controls, is controlled by, or is under common control with, the
   Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of
   the 1934 Act) of securities possessing more than fifty percent (50%) of  the
   total combined voting power of the Corporation's outstanding securities
   pursuant to a tender or exchange offer made directly to the Corporation's
   stockholders.

       In no event shall any of the following transactions be deemed to
constitute a Change in Control:

          -  the initial public offering of the Common Stock or any secondary
   offerings of the Common Stock in the open market; or

          -  any other direct  issuance of securities by the Corporation
   effected primarily for the purpose of raising additional capital or funding
   for the business operations of the Corporation or any Parent or Subsidiary.

   D.  Code shall mean the Internal Revenue Code of 1986, as amended.


   E.  Common Stock shall mean the Corporation's common stock.


   F.  Corporation shall mean DoubleClick Inc., a Delaware corporation, and its
successors.


   G.  Discretionary Option Grant Program shall mean the discretionary option
grant program in effect under the Plan.


                                      A-1


<PAGE>
   H.  Eligible Director shall mean a non-employee Board member eligible to
participate in the Automatic Option Grant Program in accordance with the
eligibility provisions of Article One.

   I.  Employee shall mean an individual who is in the employ of the Corporation
(or any Parent or Subsidiary), subject to the control and direction of the
employer entity as to both the work to be performed and the manner and method of
performance.

   J.  Exercise Date shall mean the date on which the Corporation shall have
received written notice of the option exercise.

   K.  Fair Market Value per share of Common Stock on any relevant date shall be
determined in accordance with the following provisions:

          (i) If the Common Stock is at the time traded on the Nasdaq National
   Market, then the Fair Market Value shall be deemed equal to the closing
   selling price per share of Common Stock on the date in question, as such
   price is reported on the Nasdaq National Market or any successor system. If
   there is no closing selling price for the Common Stock on the date in
   question, then the Fair Market Value shall be the closing selling price on
   the last preceding date for which such quotation exists.

          (ii) If the Common Stock is at the time listed on any Stock Exchange,
   then the Fair Market Value shall be deemed equal to the closing selling price
   per share of Common Stock on the date in question on the Stock Exchange
   determined by the Plan Administrator to be the primary market for the Common
   Stock, as such price is officially quoted in the composite tape of
   transactions on such exchange. If there is no closing selling price for the
   Common Stock on the date in question, then the Fair Market Value shall be the
   closing selling price on the last preceding date for which such quotation
   exists.

          (iii) For purposes of any option grants made on the Underwriting Date,
   the Fair Market Value shall be deemed to be equal to the price per share at
   which the Common Stock is to be sold in the initial public offering pursuant
   to the Underwriting Agreement.

          (iv) For purposes of any option grants made prior to the Underwriting
   Date, the Fair Market Value shall be determined by the Plan Administrator,
   after taking into account such factors as it deems appropriate.

   L.  Incentive Option shall mean an option which satisfies the requirements of
Code Section 422.

   M.  Involuntary Termination shall mean the termination of the Service of any
individual which occurs by reason of:

          (i) such individual's involuntary dismissal or discharge by the
   Corporation for reasons other than Misconduct, or


                                      A-2

<PAGE>
          (ii) such individual's voluntary resignation following (A) a change in
   his or her position with the Corporation which materially reduces his or her
   duties and responsibilities or the level of management to which he or she
   reports, (B) a reduction in his or her level of compensation (including base
   salary, fringe benefits and target bonus under any performance based bonus or
   incentive programs) by more than fifteen percent (15%) or (C) a relocation of
   such individual's place of employment by more than fifty (50) miles, provided
   and only if such change, reduction or relocation is effected by the
   Corporation without the individual's consent.

   N.  Misconduct shall mean the commission of any act of fraud, embezzlement or
dishonesty by the Optionee or Participant, any unauthorized use or disclosure by
such person of confidential information or trade secrets of the Corporation (or
any Parent or Subsidiary), or any other intentional misconduct by such person
adversely affecting the business or affairs of the Corporation (or any Parent or
Subsidiary) in a material manner. The foregoing definition shall not be deemed
to be inclusive of all the acts or omissions which the Corporation (or any
Parent or Subsidiary) may consider as grounds for the dismissal or discharge of
any Optionee, Participant or other person in the Service of the Corporation (or
any Parent or Subsidiary).

   O.  1934 Act shall mean the Securities Exchange Act of 1934, as amended.


   P.  Non-Statutory Option shall mean an option not intended to satisfy the
requirements of Code Section 422.

   Q.  Optionee shall mean any person to whom an option is granted under the
Discretionary Option Grant and Automatic Option Grant Program.

   R.  Parent shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

   S.  Participant shall mean any person who is issued shares of Common Stock
under the Stock Issuance Program.


   T.  Permanent Disability or Permanently Disabled shall mean the inability of
the Optionee or the Participant to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment expected to
result in death or to be of continuous duration of twelve (12) months or more.
However, solely for purposes of the Automatic Option Grant Program, Permanent
Disability or Permanently Disabled shall mean the inability of the non-employee
Board member to perform his or her usual duties as a Board member by reason of
any medically determinable physical or mental impairment expected to result in
death or to be of continuous duration of twelve (12) months or more.

   U.  Plan shall mean the Corporation's 1997 Stock Incentive Plan, as set forth
in this document.


                                      A-3
<PAGE>


   V.  Plan Administrator shall mean the particular entity, whether the Primary
Committee, the Board or the Secondary Committee, which is authorized to
administer the Discretionary Option Grant and Stock Issuance Programs with
respect to one or more classes of eligible persons, to the extent such entity is
carrying out its administrative functions under those programs with respect to
the persons under its jurisdiction.

   W.  Plan Effective Date shall mean November 7, 1997, the date on which the
Plan was adopted by the Board.

   X.  Predecessor Plan shall mean the Corporation's pre-existing 1996 Stock
Option Plan in effect immediately prior to the Plan Effective Date hereunder.

   Y.  Primary Committee shall mean the committee of two (2) or more
non-employee Board members appointed by the Board to administer the
Discretionary Option Grant and Stock Issuance Programs with respect to Section
16 Insiders.

   Z.  Secondary Committee shall mean a committee of one (1) or more Board
members appointed by the Board to administer the Discretionary Option Grant and
Stock Issuance Programs with respect to eligible persons other than Section 16
Insiders.

   AA.  Section 12 Registration Date shall mean February 19, 1998, which was the
date on which the Common Stock was first registered under Section 12 of the 1934
Act.

   BB.  Section 16 Insider shall mean an officer or director of the Corporation
subject to the short-swing profit liabilities of Section 16 of the 1934 Act.

   CC.  Service shall mean the performance of services for the Corporation (or
any Parent or Subsidiary) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents
evidencing the option grant or stock issuance.

   DD.  Stock Exchange shall mean either the American Stock Exchange or the New
York Stock Exchange.

   EE.  Stock Issuance Agreement shall mean the agreement entered into by the
Corporation and the Participant at the time of issuance of shares of Common
Stock under the Stock Issuance Program.

   FF.  Stock Issuance Program shall mean the stock issuance program in effect
under the Plan.

   GG.  Subsidiary shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

                                      A-4

<PAGE>
   HH.  Taxes shall mean the Federal, state and local income and employment tax
liabilities incurred by the holder of Non-Statutory Options or unvested shares
of Common Stock in connection with the exercise of those options or the vesting
of those shares.

   II.  10% Stockholder shall mean the owner of stock (as determined under Code
Section 424(d)) possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Corporation (or any Parent or
Subsidiary).

   JJ.  Underwriting Agreement shall mean the agreement between the Corporation
and the underwriter or underwriters managing the initial public offering of the
Common Stock.

   KK.  Underwriting Date shall mean February 19, 1998, which was the date on
which the Underwriting Agreement was executed and priced in connection with an
initial public offering of the Common Stock.


                                      A-5


</TEXT>
</DOCUMENT>
