ENGAGE INC
2000 EQUITY INCENTIVE PLAN
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<TYPE>EX-10.1
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<FILENAME>b37561eiex10-1.txt
<DESCRIPTION>2000 EQUITY INCENTIVE PLAN
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                                                                    EXHIBIT 10.1


                                  ENGAGE, INC.
      (FORMERLY ENGAGE TECHNOLOGIES, INC. AND CMG DIRECT INTERACTIVE, INC.)

                           2000 EQUITY INCENTIVE PLAN

1.   PURPOSE

     The purpose of the Engage, Inc. 2000 Equity Incentive Plan (the "Plan") is
to attract and retain key employees and consultants of the Company and its
Affiliates, to provide an incentive for them to achieve long-range performance
goals, and to enable them to participate in the long-term growth of the Company.

2.   DEFINITIONS

     "Affiliate" means any business entity in which the Company owns directly or
indirectly 50% or more of the total voting power or has a significant financial
interest as determined by the Committee.

     "Award" means any Option, Stock Appreciation Right or Restricted Stock
granted under the Plan.

     "Board" means the Board of Directors of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor law.

     "Committee" means one or more committees each comprised of not less than
two members of the Board appointed by the Board to administer the Plan or a
specified portion thereof. If a Committee is authorized to grant Awards to a
"covered employee" within the meaning of Section 162(m) of the Code, each member
shall be a "disinterested person" or the equivalent within the meaning of
applicable Rule 16b-3 under the Exchange Act or an "outside director" or the
equivalent within the meaning of Section 162(m) of the Code, respectively.

     "Common Stock" or "Stock" means the Common Stock, $0.01 par value, of the
Company.

     "Company" means Engage, Inc.



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     "Designated Beneficiary" means the beneficiary designated by a Participant,
in a manner determined by the Committee, to receive amounts due or exercise
rights of the Participant in the event of the Participant's death. In the
absence of an effective designation by a Participant, "Designated Beneficiary"
means the Participant's estate.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor law.

     "Fair Market Value" means, with respect to Common Stock or any other
property, the fair market value of such property as determined by the Committee
in good faith or in the manner established by the Committee from time to time.

     "Nonstatutory Stock Option"-- See SECTION 6(a).

     "Option"-- See SECTION 6(a).

         "Participant" means a person selected by the Committee to receive an
Award under the Plan.

     "Reporting Person" means a person subject to Section 16 of the Exchange
Act.

     "Restricted Period"-- See SECTION 8(a).

     "Restricted Stock"-- See SECTION 8(a).

     "Stock Appreciation Right" or "SAR"-- See SECTION 7(a).

3.   ADMINISTRATION

     The Plan shall be administered by the Committee. The Committee shall have
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing the operation of the Plan as it shall from time to time
consider advisable, and to interpret the provisions of the Plan. The Committee's
decisions shall be final and binding. To the extent permitted by applicable law,
the Committee may delegate to one or more executive officers of the Company the
power to make Awards to Participants and all determinations under the Plan with
respect thereto, provided that the Committee shall fix the maximum amount of
such Awards for all such Participants and a maximum for any one Participant.


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4.   ELIGIBILITY

     All employees and consultants of the Company or any Affiliate, other than
persons who are officers of the Company and subject to Section 16 of the
Exchange Act, capable of contributing significantly to the successful
performance of the Company, other than a person who has irrevocably elected not
to be eligible, are eligible to be Participants in the Plan.

5.   STOCK AVAILABLE FOR AWARDS

     (a) AMOUNT. Subject to adjustment under SUBSECTION (b), Awards may be made
under the Plan for up to 10,000,000 shares of Common Stock. If any Award expires
or is terminated unexercised or is forfeited or settled in a manner that results
in fewer shares outstanding than were awarded, the shares subject to such Award,
to the extent of such expiration, termination, forfeiture or decrease, shall
again be available for award under the Plan. Common Stock issued through the
assumption or substitution of outstanding grants from an acquired company shall
not reduce the shares available for Awards under the Plan. Shares issued under
the Plan may consist in whole or in part of authorized but unissued shares or
treasury shares.

     (b) ADJUSTMENT. In the event that the Committee determines that any stock
dividend, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares, or other
transaction affects the Common Stock such that an adjustment is required in
order to preserve the benefits intended to be provided by the Plan, then the
Committee shall equitably adjust any or all of (i) the number and kind of shares
in respect of which Awards may be made under the Plan, (ii) the number and kind
of shares subject to outstanding Awards and (iii) the exercise price with
respect to any of the foregoing, and if considered appropriate, the Committee
may make provision for a cash payment with respect to an outstanding Award,
provided that the number of shares subject to any Award shall always be a whole
number.

     (c) LIMIT ON INDIVIDUAL GRANTS. The maximum number of shares of Common
Stock subject to Options and Stock Appreciation Rights that may be granted to
any Participant in the aggregate in any calendar year shall not exceed 2,000,000
shares, subject to adjustment under SUBSECTION (b).

6.   STOCK OPTIONS

     (a) GRANT OF OPTIONS. Subject to the provisions of the Plan, the Committee
may grant options ("Options") to purchase shares of Common Stock not intended to
comply with the requirements of Section 422 of the Code or any successor
provision and any regulations thereunder ("Nonstatutory Stock Options"). The
Committee shall determine the number of shares subject to each Option and the
exercise price therefor. No Option to purchase shares of Common Stock intended
to comply with the requirements of Section 422 of the code or any successor
provision and any regulation thereunder, known as an "Incentive Stock Option",
may be granted hereunder.


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     (b) TERMS AND CONDITIONS. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Committee may specify in the
applicable grant or thereafter. The Committee may impose such conditions with
respect to the exercise of Options, including conditions relating to applicable
federal or state securities laws, as it considers necessary or advisable.

     (c) PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:

     (i)    in cash or by check, payable to the order of the Corporation;

     (ii)   except as the Committee may otherwise provide in an Option
            Agreement, by delivery of an irrevocable and unconditional
            undertaking by a creditworthy broker to deliver promptly to the
            Corporation sufficient funds to pay the exercise price, or by
            delivery by the Participant to the Corporation of a copy of
            irrevocable and unconditional instructions to a creditworthy
            broker to deliver promptly to the Corporation cash or a check
            sufficient to pay the exercise price;

     (iii)  to the extent permitted by the Committee: (i) by delivery of shares
            of Common Stock owned by the Participant valued at their Fair
            Market Value, which Common Stock was owned by the Participant at
            least six months prior to such delivery, (ii) by delivery of a
            promissory note of the Participant to the Corporation on terms
            determined by the Board, or (iii) by payment of such other lawful
            consideration as the Board may determine; or

     (iv)   by any combination of the above permitted forms of payment.

7.   STOCK APPRECIATION RIGHTS

     (a) GRANT OF SARs. Subject to the provisions of the Plan, the Committee may
grant rights to receive any excess in value of shares of Common Stock over the
exercise price ("Stock Appreciation Rights" or "SARs") in tandem with an Option
(at or after the award of the Option), or alone and unrelated to an Option. SARs
in tandem with an Option shall terminate to the extent that the related Option
is exercised, and the related Option shall terminate to the extent that the
tandem SARs are exercised. The Committee shall determine at the time of grant or
thereafter whether SARs are settled in cash, Common Stock or other securities of
the Company, Awards or other property.

     (b) EXERCISE PRICE. The Committee shall fix the exercise price of each SAR
or specify the manner in which the price shall be determined. An SAR granted in
tandem with an Option shall have an exercise price not less than the exercise
price of the related Option. An SAR granted alone and unrelated to an Option may
not have an exercise price less than 100% of the Fair Market Value

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of the Common Stock on the date of the grant.

     (c) LIMITED SARs. An SAR related to an Option, which SAR can only be
exercised upon or during limited periods following a change in control of the
Company, may entitle the Participant to receive an amount based upon the highest
price paid or offered for Common Stock in any transaction relating to the change
in control or paid during a specified period immediately preceding the
occurrence of the change in control in any transaction reported in the stock
market in which the Common Stock is normally traded.

8.   RESTRICTED STOCK

     (a) GRANT OF RESTRICTED STOCK. Subject to the provisions of the Plan, the
Committee may grant shares of Common Stock subject to forfeiture ("Restricted
Stock") and determine the duration of the period (the "Restricted Period")
during which, and the conditions under which, the shares may be forfeited to the
Company and the other terms and conditions of such Awards. Shares of Restricted
Stock may be issued for no cash consideration or such minimum consideration as
may be required by applicable law.

     (b) RESTRICTIONS. Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as permitted by the
Committee, during the Restricted Period. Shares of Restricted Stock shall be
evidenced in such manner as the Committee may determine. Any certificates issued
in respect of shares of Restricted Stock shall be registered in the name of the
Participant and unless otherwise determined by the Committee, deposited by the
Participant, together with a stock power endorsed in blank, with the Company. At
the expiration of the Restricted Period, the Company shall deliver such
certificates to the Participant or if the Participant has died, to the
Participant's Designated Beneficiary.


9.   GENERAL PROVISIONS APPLICABLE TO AWARDS

     (a) REPORTING PERSON LIMITATIONS. Notwithstanding any other provision of
the Plan, no Award may be made hereunder to a person who at the time of such
Award is a Reporting Person.

     (b) DOCUMENTATION. Each Award under the Plan shall be evidenced by a
writing delivered to the Participant specifying the terms and conditions thereof
and containing such other terms and conditions not inconsistent with the
provisions of the Plan as the Committee considers necessary or advisable to
achieve the purposes of the Plan or to comply with applicable tax and regulatory
laws and accounting principles.

     (c) COMMITTEE DISCRETION. Each type of Award may be made alone, in addition
to or in relation to any other Award. The terms of each type of Award need not
be identical, and the Committee need not treat Participants uniformly. Except as
otherwise provided by the Plan or a particular Award, any determination with
respect to an Award may be made by the Committee at the time of grant or at any
time thereafter.

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     (d) DIVIDENDS AND CASH AWARDS. In the discretion of the Committee, any
Award under the Plan may provide the Participant with (i) dividends or dividend
equivalents payable currently or deferred with or without interest, and (ii)
cash payments in lieu of or in addition to an Award.

     (e) TERMINATION OF EMPLOYMENT. The Committee shall determine the effect on
an Award of the disability, death, retirement or other termination of employment
of a Participant and the extent to which, and the period during which, the
Participant's legal representative, guardian or Designated Beneficiary may
receive payment of an Award or exercise rights thereunder.

     (f) CHANGE IN CONTROL. In order to preserve a Participant's rights under an
Award in the event of a change in control of the Company, the Committee in its
discretion may, at the time an Award is made or at any time thereafter, take one
or more of the following actions: (i) provide for the acceleration of any time
period relating to the exercise or payment of the Award, (ii) provide for
payment to the Participant of cash or other property with a Fair Market Value
equal to the amount that would have been received upon the exercise or payment
of the Award had the Award been exercised or paid upon the change in control,
(iii) adjust the terms of the Award in a manner determined by the Committee to
reflect the change in control, (iv) cause the Award to be assumed, or new rights
substituted therefor, by another entity or (v) make such other provision as the
Committee may consider equitable to Participants and in the best interests of
the Company.

     (g) LOANS. The Committee may authorize the making of loans or cash payments
to Participants in connection with the grant or exercise of any Award under the
Plan, which loans may be secured by any security, including Common Stock,
underlying or related to such Award (provided that the loan shall not exceed the
Fair Market Value of the security subject to such Award), and which may be
forgiven upon such terms and conditions as the Committee may establish at the
time of such loan or at any time thereafter.

     (h) WITHHOLDING TAXES. The Participant shall pay to the Company, or make
provision satisfactory to the Committee for payment of, any taxes required by
law to be withheld in respect of Awards under the Plan no later than the date of
the event creating the tax liability. In the Committee's discretion, such tax
obligations may be paid in whole or in part in shares of Common Stock, including
shares retained from the Award creating the tax obligation, valued at their Fair
Market Value on the date of delivery. The Company and its Affiliates may, to the
extent permitted by law, deduct any such tax obligations from any payment of any
kind otherwise due to the Participant.

     (i) FOREIGN NATIONALS. Awards may be made to Participants who are foreign
nationals or employed outside the United States on such terms and conditions
different from those specified in the Plan as the Committee considers necessary
or advisable to achieve the purposes of the Plan or to comply with applicable
laws.

     (J)  AMENDMENT OF AWARD.  The Committee may amend, modify or terminate any
outstanding Award, including substituting therefor another Award of the same or
a different type and changing the date of exercise or realization, provided that
the Participant's consent to such


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action shall be required unless the Committee determines that the action,
taking into account any related action, would not materially and adversely
affect the Participant.

10.  MISCELLANEOUS

     (a) NO RIGHT TO EMPLOYMENT. No person shall have any claim or right to be
granted an Award. Neither the Plan nor any Award hereunder shall be deemed to
give any employee the right to continued employment or to limit the right of the
Company to discharge any employee at any time.

     (b) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed under
the Plan until he or she becomes the holder thereof. A Participant to whom
Common Stock is awarded shall be considered the holder of the Stock at the time
of the Award except as otherwise provided in the applicable Award.

     (c) EFFECTIVE DATE. The Plan shall be effective on August 10, 2000.

     (d) AMENDMENT OF PLAN. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time.

     (e) GOVERNING LAW. The provisions of the Plan shall be governed by and
interpreted in accordance with the laws of Delaware.


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This Plan was approved by the Board of Directors on August 10, 2000.


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