ENGAGE INC
3RD AMEND. & RESTATED 1995 EQUITY INCENTIVE PLAN
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<TYPE>EX-10.2
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<FILENAME>b45925eiexv10w2.txt
<DESCRIPTION>3RD AMEND. & RESTATED 1995 EQUITY INCENTIVE PLAN
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                                                                    EXHIBIT 10.2

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

                           1995 EQUITY INCENTIVE PLAN

                             ADOPTED AUGUST 1, 1995
                      FIRST AMENDMENT APPROVED JULY 3, 1999
                   SECOND AMENDMENT APPROVED FEBRUARY 24, 2000
                   THIRD AMENDMENT APPROVED NOVEMBER 27, 2002

1.    PURPOSE

      The purpose of the Engage, Inc. 1995 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
Reporting Person or 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.

      "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.

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

      "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).
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      "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 who are not subject to Section 16 of the
Exchange Act 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.

4.    ELIGIBILITY

      All employees and, in the case of Awards other than Incentive Stock
Options under SECTION 6, consultants of the Company or any Affiliate, 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. Incentive Stock Options may be granted only to persons
eligible to receive such Options under the Code.

5.    STOCK AVAILABLE FOR AWARDS

      (a) AMOUNT. Subject to adjustment under SUBSECTION (b), Awards may be made
      under the Plan for up to 20,000,000 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 (subject in the case of Incentive
      Stock Options to any limitation required under the Code) 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

      GRANT OF OPTIONS. Subject to the provisions of the Plan, the Committee may
grant options ("Options") to purchase shares of Common Stock (I) complying with
the requirements of Section 422 of the Code or any successor provision and any
regulations thereunder ("Incentive Stock Options") and (II) not intended to
comply with such requirements ("Nonstatutory Stock Options"). The Committee
shall determine the number of shares subject to each Option and the exercise
price therefor, which, in the case of incentive stock options only, shall not be
less than 100% of the Fair Market Value of the Common Stock on the date of
grant. No Incentive Stock Option may be granted hereunder more than ten years
after the effective date of the Plan.

      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.

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

      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.

      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 of the Common
Stock on the date of the grant.

      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

      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.

      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

      REPORTING PERSON LIMITATIONS. Notwithstanding any other provision of the
Plan, to the extent required to qualify for the exemption provided by Rule 16b-3
under the Exchange Act, Awards made to a Reporting Person shall not be
transferable by such person other than by will or the laws of descent and
distribution and are exercisable during such person's lifetime only by such
person or by such person's guardian or legal representative. If then permitted
by Rule 16b-3, such Awards shall also be transferable pursuant to a qualified
domestic relations order as defined in the Code or Title I of the Employee
Retirement Income Security Act or the rules thereunder.

      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
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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.

      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.

      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.

      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.

      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.

      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.

      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.

      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.

      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, changing the date of exercise or realization and converting an
Incentive Stock Option to a Nonstatutory Stock Option, provided that the
Participant's consent to such 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

      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.

      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.

      EFFECTIVE DATE. The Plan shall be effective on August 1, 1995.
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      AMENDMENT OF PLAN. The Board may amend, suspend or terminate the Plan or
any portion thereof at any time, subject to such stockholder approval as the
Board determines to be necessary or advisable to comply with any tax or
regulatory requirement.

      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 1, 1995 and
amended by the Board of Directors on June 11, 1999, February 24, 2000 and
November 27, 2002.

      This Plan was approved by the Stockholders on August 1, 1995; the June 11,
1999 Amendment was approved by the Stockholders on July 3, 1999; the February
24, 2000 Amendment was approved by the Stockholders on April 28, 2002; the
November 27, 2002 Amendment did not require Stockholder approval.

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