1999 Equity Incentive Plan
Appendix A
                                ASK JEEVES, INC.
 
                           1999 EQUITY INCENTIVE PLAN
 
   (COMPOSITE PLAN DOCUMENT REFLECTING AMENDMENTS ADOPTED THROUGH APRIL 2003)
 
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                                TABLE OF CONTENTS
 
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1.       PURPOSES...............................................    1
 
2.       DEFINITIONS............................................    1
 
3.       ADMINISTRATION.........................................    4
 
4.       SHARES SUBJECT TO THE PLAN.............................    5
 
5.       ELIGIBILITY............................................    5
 
6.       OPTION PROVISIONS......................................    6
 
7.       PROVISIONS OF RESTRICTED STOCK AWARDS..................    9
 
8.       COVENANTS OF THE COMPANY...............................   10
 
9.       USE OF PROCEEDS FROM STOCK.............................   10
 
10.      MISCELLANEOUS..........................................   10
 
11.      ADJUSTMENTS UPON CHANGES IN STOCK......................   12
 
12.      AMENDMENT OF THE PLAN AND STOCK AWARDS.................   13
 
13.      TERMINATION OR SUSPENSION OF THE PLAN..................   13
 
14.      EFFECTIVE DATE OF PLAN.................................   13
 
15.      CHOICE OF LAW..........................................   14
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                                ASK JEEVES, INC.
 
                           1999 EQUITY INCENTIVE PLAN
 
   COMPOSITE PLAN DOCUMENT INCORPORATING AMENDMENTS ADOPTED THROUGH APRIL 2003
 
                             ADOPTED APRIL 16, 1999
            APPROVED BY STOCKHOLDERS ON MAY 21, 1999 AND MAY 25, 2000
 
1.       PURPOSES.
 
         (a)      ELIGIBLE STOCK AWARD RECIPIENTS. The persons eligible to
receive Stock Awards are the Employees, Directors and Consultants of the Company
and its Affiliates.
 
         (b)      AVAILABLE STOCK AWARDS. The purpose of the Plan is to provide
a means by which eligible recipients of Stock Awards may be given an opportunity
to benefit from increases in value of the Common Stock through the granting of
the following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock
Options and (iii) rights to acquire restricted stock.
 
         (c)      GENERAL PURPOSE. The Company, by means of the Plan, seeks to
retain the services of the group of persons eligible to receive Stock Awards, to
secure and retain the services of new members of this group and to provide
incentives for such persons to exert maximum efforts for the success of the
Company and its Affiliates.
 
2.       DEFINITIONS.
 
         (a)      "AFFILIATE" means any parent corporation or subsidiary
corporation of the Company, whether now or hereafter existing, as those terms
are defined in Sections 424(e) and (f), respectively, of the Code.
 
         (b)      "BOARD" means the Board of Directors of the Company.
 
         (c)      "CODE" means the Internal Revenue Code of 1986, as amended.
 
         (d)      "COMMITTEE" means a committee of one or more members of the
Board appointed by the Board in accordance with subsection 3(c).
 
         (e)      "COMMON STOCK" means the common stock of the Company.
 
         (f)      "COMPANY" means Ask Jeeves, Inc., a Delaware corporation.
 
         (g)      "CONSULTANT" means any person, including an advisor, (i)
engaged by the Company or an Affiliate to render consulting or advisory services
and who is compensated for such services or (ii) who is a member of the Board of
Directors of an Affiliate. However, the term "Consultant" shall not include
either Directors who are not compensated by the Company for their services as
Directors or Directors who are merely paid a director's fee by the Company for
their services as Directors.
 
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         (h)      "CONTINUOUS SERVICE" means that the Participant's service with
the Company or an Affiliate, whether as an Employee, Director or Consultant, is
not interrupted or terminated. The Participant's Continuous Service shall not be
deemed to have terminated merely because of a change in the capacity in which
the Participant renders service to the Company or an Affiliate as an Employee,
Consultant or Director or a change in the entity for which the Participant
renders such service, provided that there is no interruption or termination of
the Participant's Continuous Service. For example, a change in status from an
Employee of the Company to a Consultant of an Affiliate or a Director will not
constitute an interruption of Continuous Service. The Board or the chief
executive officer of the Company, in that party's sole discretion, may determine
whether Continuous Service shall be considered interrupted in the case of any
leave of absence approved by that party, including sick leave, military leave or
any other personal leave.
 
         (i)      "COVERED EMPLOYEE" means the chief executive officer and the
four (4) other highest compensated officers of the Company for whom total
compensation is required to be reported to stockholders under the Exchange Act,
as determined for purposes of Section 162(m) of the Code.
 
         (j)      "DIRECTOR" means a member of the Board of Directors of the
Company.
 
         (k)      "DISABILITY" means the permanent and total disability of a
person within the meaning of Section 22(e)(3) of the Code.
 
         (l)      "EMPLOYEE" means any person employed by the Company or an
Affiliate. Mere service as a Director or payment of a director's fee by the
Company or an Affiliate shall not be sufficient to constitute "employment" by
the Company or an Affiliate.
 
         (m)      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
 
         (n)      "FAIR MARKET VALUE" means, as of any date, the value of the
Common Stock determined as follows:
 
                  (i)      If the Common Stock is listed on any established
stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap
Market, the Fair Market Value of a share of Common Stock shall be the closing
sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or market (or the exchange or market with the greatest
volume of trading in the Common Stock) on the last market trading day prior to
the day of determination, as reported in The Wall Street Journal or such other
source as the Board deems reliable.
 
                  (ii)     In the absence of such markets for the Common Stock,
the Fair Market Value shall be determined in good faith by the Board.
 
         (o)      "INCENTIVE STOCK OPTION" means an Option intended to qualify
as an incentive stock option within the meaning of Section 422 of the Code and
the regulations promulgated thereunder.
 
         (p)      "LISTING DATE" means the first date upon which any security of
the Company is listed (or approved for listing) upon notice of issuance on any
security exchange, or designated
 
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(or approved for designation) upon notice of issuance as a national market
security on an interdealer quotation system if such securities exchange or
interdealer quotation system has been certified in accordance with the provision
of the Section 25100(o) of the California Corporate Securities Law of 1968.
 
         (q)      "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is not
a current Employee or Officer of the Company or its parent or a subsidiary, does
not receive compensation (directly or indirectly) from the Company or its parent
or a subsidiary for services rendered as a consultant or in any capacity other
than as a Director (except for an amount as to which disclosure would not be
required under Item 404(a) of Regulation S-K promulgated pursuant to the
Securities Act ("Regulation S-K")), does not possess an interest in any other
transaction as to which disclosure would be required under Item 404(a) of
Regulation S-K and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is
otherwise considered a "non-employee director" for purposes of Rule 16b-3.
 
         (r)      "NONSTATUTORY STOCK OPTION" means an Option not intended to
qualify as an Incentive Stock Option.
 
         (s)      "OFFICER" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.
 
         (t)      "OPTION" means an Incentive Stock Option or a Nonstatutory
Stock Option granted pursuant to the Plan.
 
         (u)      "OPTION AGREEMENT" means a written agreement between the '
Company and an Optionholder evidencing the terms and conditions of an individual
Option grant. Each Option Agreement shall be subject to the terms and conditions
of the Plan.
 
         (v)      "OPTIONHOLDER" means a person to whom an Option is granted
pursuant to the Plan or, if applicable, such other person who holds an
outstanding Option.
 
         (w)      "OUTSIDE DIRECTOR" means a Director who either (i) is not a
current employee of the Company or an "affiliated corporation" (within the
meaning of Treasury Regulations promulgated under Section 162(m) of the Code),
is not a former employee of the Company or an "affiliated corporation" receiving
compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an "affiliated corporation"
at any time and is not currently receiving direct or indirect remuneration from
the Company or an "affiliated corporation" for services in any capacity other
than as a Director or (ii) is otherwise considered an "outside director" for
purposes of Section 162(m) of the Code.
 
         (x)      "PARTICIPANT" means a person to whom a Stock Award is granted
pursuant to the Plan or, if applicable, such other person who holds an
outstanding Stock Award.
 
         (y)      "PLAN" means this Ask Jeeves, Inc. 1999 Equity Incentive Plan.
 
         (z)      "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange
Act or any successor to Rule 16b-3, as in effect from time to time.
 
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         (aa)     "SECURITIES ACT" means the Securities Act of 1933, as amended.
 
         (bb)     "STOCK AWARD" means any right granted under the Plan,
including an Option and a right to acquire restricted stock.
 
         (cc)     "STOCK AWARD AGREEMENT" means a written agreement between the
Company and a holder of a Stock Award evidencing the terms and conditions of an
individual Stock Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.
 
         (dd)     "TEN PERCENT STOCKHOLDER" means a person who owns (or is
deemed to own pursuant to Section 424(d) of the Code) stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Company or of any of its Affiliates.
 
3.       ADMINISTRATION.
 
         (a)      ADMINISTRATION BY BOARD. The Board shall administer the Plan
unless and until the Board delegates administration to a Committee, as provided
in subsection 3(c). Any interpretation of the Plan by the Board and any decision
by the Board under the Plan shall be final and binding on all persons.
 
         (b)      POWERS OF BOARD. The Board shall have the power, subject to,
and within the limitations of, the express provisions of the Plan:
 
                  (i)      To determine from time to time which of the persons
eligible under the Plan shall be granted Stock Awards; when and how each Stock
Award shall be granted; what type or combination of types of Stock Award shall
be granted; the provisions of each Stock Award granted (which need not be
identical), including the time or times when a person shall be permitted to
receive Common Stock pursuant to a Stock Award; and the number of shares of
Common Stock with respect to which a Stock Award shall be granted to each such
person.
 
                  (ii)     To construe and interpret the Plan and Stock Awards
granted under it, and to establish, amend and revoke rules and regulations for
its administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Stock Award Agreement,
in a manner and to the extent it shall deem necessary or expedient to make the
Plan fully effective.
 
                  (iii)    To amend the Plan or a Stock Award as provided in
Section 12.
 
                  (iv)     Generally, to exercise such powers and to perform
such acts as the Board deems necessary or expedient to promote the best
interests of the Company which are not in conflict with the provisions of the
Plan.
 
         (C)      DELEGATION TO COMMITTEE.
 
                  (i)      GENERAL. The Board may delegate administration of the
Plan to a Committee or Committees of one (1) or more members of the Board, and
the term "Committee" shall apply to any person or persons to whom such authority
has been delegated. If administration is delegated to a Committee, the Committee
shall have, in connection with the
 
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administration of the Plan, the powers theretofore possessed by the Board,
including the power to delegate to a subcommittee any of the administrative
powers the Committee is authorized to exercise (and references in this Plan to
the Board shall thereafter be to the Committee or subcommittee), subject,
however, to such resolutions, not inconsistent with the provisions of the Plan,
as may be adopted from time to time by the Board. The Board may abolish the
Committee at any time and revest in the Board the administration of the Plan.
 
                  (ii)     COMMITTEE COMPOSITION WHEN COMMON STOCK IS PUBLICLY
TRADED. At such time as the Common Stock is publicly traded, in the discretion
of the Board, a Committee may consist solely of two or more Outside Directors,
in accordance with Section 162(m) of the Code, and/or solely of two or more
Non-Employee Directors, in accordance with Rule 16b-3. Within the scope of such
authority, the Board or the Committee may (1) delegate to a committee of one or
more members of the Board who are not Outside Directors, the authority to grant
Stock Awards to eligible persons who are either (a) not then Covered Employees
and are not expected to be Covered Employees at the time of recognition of
income resulting from such Stock Award or (b) not persons with respect to whom
the Company wishes to comply with Section 162(m) of the Code and/or (2) delegate
to a committee of one or more members of the Board who are not Non-Employee
Directors the authority to grant Stock Awards to eligible persons who are not
then subject to Section 16 of the Exchange Act.
 
4.       SHARES SUBJECT TO THE PLAN.
 
         (a)      SHARE RESERVE. Subject to the provisions of Section 11
relating to adjustments upon changes in stock, the stock that may be issued
pursuant to Stock Awards shall not exceed in the aggregate three million eight
hundred seventy-five thousand (3,875,000) shares of Common Stock, plus an annual
increase to be added on the day of each Annual Stockholders Meeting beginning
with the Annual Stockholders Meeting in 2001, equal to the lesser of (i) seven
percent (7%) of the total number of shares of Common Stock outstanding on such
date, (ii) three million (3,000,000) shares, or (iii) such smaller number of
shares as determined by the Board.
 
         (b)      REVERSION OF SHARES TO THE SHARE RESERVE. If any Stock Award
shall for any reason expire or otherwise terminate, in whole or in part, without
having been exercised in full, the shares of Common Stock not acquired under
such Stock Award shall revert to and again become available for issuance under
the Plan.
 
         (c)      SOURCE OF SHARES. The shares of Common Stock subject to the
Plan may be unissued shares or reacquired shares, bought on the market or
otherwise.
 
5.       ELIGIBILITY.
 
         (a)      ELIGIBILITY FOR SPECIFIC STOCK AWARDS. Incentive Stock Options
may be granted only to Employees. Stock Awards other than Incentive Stock
Options may be granted to Employees, Directors and Consultants.
 
         (b)      TEN PERCENT STOCKHOLDERS. A Ten Percent Stockholder shall not
be granted an Incentive Stock Option unless the exercise price of such Option is
at least one hundred ten percent (110%) of the Fair Market Value of the Common
Stock at the date of grant and the Option is not exercisable after the
expiration of five (5) years from the date of grant.
 
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         (c)      SECTION 162(m) LIMITATION. Subject to the provisions of
Section 11 relating to adjustments upon changes in the shares of Common Stock,
no Employee shall be eligible to be granted Options covering more than five
hundred thousand (500,000) shares of the Common Stock during any calendar year.
 
         (d)      CONSULTANTS.
 
                  (i)      A Consultant shall not be eligible for the grant of a
Stock Award if, at the time of grant, a Form S-8 Registration Statement under
the Securities Act ("Form S-8") is not available to register either the offer or
the sale of the Company's securities to such Consultant because of the nature of
the services that the Consultant is providing to the Company, or because the
Consultant is not a natural person, or as otherwise provided by the rules
governing the use of Form S-8, unless the Company determines both (i) that such
grant (A) shall be registered in another manner under the Securities Act (e.g.,
on a Form S-3 Registration Statement) or (B) does not require registration under
the Securities Act in order to comply with the requirements of the Securities
Act, if applicable, and (ii) that such grant complies with the securities laws
of all other relevant jurisdictions.
 
                  (ii)     Form S-8 generally is available to consultants and
advisors only if (i) they are natural persons; (ii) they provide bona fide
services to the issuer, its parents, its majority-owned subsidiaries or
majority-owned subsidiaries of the issuer's parent; and (iii) the services are
not in connection with the offer or sale of securities in a capital-raising
transaction, and do not directly or indirectly promote or maintain a market for
the issuer's securities.
 
6.       OPTION PROVISIONS.
 
         Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. All Options shall be separately
designated Incentive Stock Options or Nonstatutory Stock Options at the time of
grant, and, if certificates are issued, a separate certificate or certificates
will be issued for shares of Common Stock purchased on exercise of each type of
Option. The provisions of separate Options need not be identical, but each
Option shall include (through incorporation of provisions hereof by reference in
the Option or otherwise) the substance of each of the following provisions:
 
         (a)      TERM. Subject to the provisions of subsection 5(b) regarding
Ten Percent Stockholders, no Incentive Stock Option shall be exercisable after
the expiration of ten (10) years from the date it was granted.
 
         (b)      EXERCISE PRICE OF AN INCENTIVE STOCK OPTION. Subject to the
provisions of subsection 5(b) regarding Ten Percent Stockholders, the exercise
price of each Incentive Stock Option shall be not less than one hundred percent
(100%) of the Fair Market Value of the Common Stock subject to the Option on the
date the Option is granted. Notwithstanding the foregoing, an Incentive Stock
Option may be granted with an exercise price lower than that set forth in the
preceding sentence if such Option is granted pursuant to an assumption or
substitution for another option in a manner satisfying the provisions of Section
424(a) of the Code.
 
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         (c)      EXERCISE PRICE OF A NONSTATUTORY STOCK OPTION. The exercise
price of each Nonstatutory Stock Option shall be not less than eighty-five
percent (85%) of the Fair Market Value of the Common Stock subject to the Option
on the date the Option is granted. Notwithstanding the foregoing, a Nonstatutory
Stock Option may be granted with an exercise price lower than that set forth in
the preceding sentence if such Option is granted pursuant to an assumption or
substitution for another option in a manner satisfying the provisions of Section
424(a) of the Code.
 
         (d)      CONSIDERATION. The purchase price of Common Stock acquired
pursuant to an Option shall be paid, to the extent permitted by applicable
statutes and regulations, either (i) in cash at the time the Option is exercised
or (ii) at the discretion of the Board at the time of the grant of the Option
(or subsequently in the case of a Nonstatutory Stock Option) (1) by delivery to
the Company of other Common Stock, (2) according to a deferred payment or other
similar arrangement with the Optionholder or (3) in any other form of legal
consideration that may be acceptable to the Board; provided, however, that at
any time that the Company is incorporated in Delaware, payment of the Common
Stock's "par value," as defined in the Delaware General Corporation Law, shall
not be made by deferred payment.
 
         In the case of any deferred payment arrangement, interest shall be
compounded at least annually and shall be charged at the minimum rate of
interest necessary to avoid the treatment as interest, under any applicable
provisions of the Code, of any amounts other than amounts stated to be interest
under the deferred payment arrangement.
 
         (e)      TRANSFERABILITY OF AN INCENTIVE STOCK OPTION. An Incentive
Stock Option shall not be transferable except by will or by the laws of descent
and distribution and shall be exercisable during the lifetime of the
Optionholder only by the Optionholder. Notwithstanding the foregoing, the
Optionholder may, by delivering written notice to the Company, in a form
satisfactory to the Company, designate a third party who, in the event of the
death of the Optionholder, shall thereafter be entitled to exercise the Option.
 
         (f)      TRANSFERABILITY OF A NONSTATUTORY STOCK OPTION. A Nonstatutory
Stock Option shall be transferable to the extent provided in the Option
Agreement. If the Nonstatutory Stock Option does not provide for
transferability, then the Nonstatutory Stock Option shall not be transferable
except by will or by the laws of descent and distribution and shall be
exercisable during the lifetime of the Optionholder only by the Optionholder.
Notwithstanding the foregoing, the Optionholder may, by delivering written
notice to the Company, in a form satisfactory to the Company, designate a third
party who, in the event of the death of the Optionholder, shall thereafter be
entitled to exercise the Option.
 
         (g)      VESTING GENERALLY. The total number of shares of Common Stock
subject to an Option may, but need not, vest and therefore become exercisable in
periodic installments that may, but need not, be equal. The Option may be
subject to such other terms and conditions on the time or times when it may be
exercised (which may be based on performance or other criteria) as the Board may
deem appropriate. The vesting provisions of individual Options may vary. The
provisions of this subsection 6(g) are subject to any Option provisions
governing the minimum number of shares of Common Stock as to which an Option may
be exercised.
 
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         (h)      TERMINATION OF CONTINUOUS SERVICE. In the event an
Optionholder's Continuous Service terminates (other than upon the Optionholder's
death or Disability), the Optionholder may exercise his or her Option (to the
extent that the Optionholder was entitled to exercise such Option as of the date
of termination) but only within such period of time ending on the earlier of (i)
the date three (3) months following the termination of the Optionholder's
Continuous Service (or such longer or shorter period specified in the Option
Agreement), or (ii) the expiration of the term of the Option as set forth in the
Option Agreement. If, after termination, the Optionholder does not exercise his
or her Option within the time specified in the Option Agreement, the Option
shall terminate.
 
         (i)      EXTENSION OF TERMINATION DATE. An Optionholder's Option
Agreement may also provide that if the exercise of the Option following the
termination of the Optionholder's Continuous Service (other than upon the
Optionholder's death or Disability) would be prohibited at any time solely
because the issuance of shares of Common Stock would violate the registration
requirements under the Securities Act, then the Option shall terminate on the
earlier of (i) the expiration of the term of the Option set forth in subsection
6(a) or (ii) the expiration of a period of three (3) months after the
termination of the Optionholder's Continuous Service during which the exercise
of the Option would not be in violation of such registration requirements.
 
         (j)      DISABILITY OF OPTIONHOLDER. In the event that an
Optionholder's Continuous Service terminates as a result of the Optionholder's
Disability, the Optionholder may exercise his or her Option (to the extent that
the Optionholder was entitled to exercise such Option as of the date of
termination), but only within such period of time ending on the earlier of (i)
the date twelve (12) months following such termination (or such longer or
shorter period specified in the Option Agreement) or (ii) the expiration of the
term of the Option as set forth in the Option Agreement. If, after termination,
the Optionholder does not exercise his or her Option within the time specified
herein, the Option shall terminate.
 
         (k)      DEATH OF OPTIONHOLDER. In the event (i) an Optionholder's
Continuous Service terminates as a result of the Optionholder's death or (ii)
the Optionholder dies within the period (if any) specified in the Option
Agreement after the termination of the Optionholder's Continuous Service for a
reason other than death, then the Option may be exercised (to the extent the
Optionholder was entitled to exercise such Option as of the date of death) by
the Optionholder's estate, by a person who acquired the right to exercise the
Option by bequest or inheritance or by a person designated to exercise the
option upon the Optionholder's death pursuant to subsection 6(e) or 6(f), but
only within the period ending on the earlier of (1) the date twelve (12) months
following the date of death (or such longer or shorter period specified in the
Option Agreement) or (2) the expiration of the term of such Option as set forth
in the Option Agreement. If, after death, the Option is not exercised within the
time specified herein, the Option shall terminate.
 
         (l)      EARLY EXERCISE. The Option may, but need not, include a
provision whereby the Optionholder may elect at any time before the
Optionholder's Continuous Service terminates to exercise the Option as to any
part or all of the shares of Common Stock subject to the Option prior to the
full vesting of the Option. Any unvested shares of Common Stock so purchased may
 
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<PAGE>
 
be subject to a repurchase option in favor of the Company or to any other
restriction the Board determines to be appropriate.
 
         (m)      RE-LOAD OPTIONS. Without in any way limiting the authority of
the Board to make or not to make grants of Options hereunder, the Board shall
have the authority (but not an obligation) to include as part of any Option
Agreement a provision entitling the Optionholder to a further Option (a "Re-Load
Option") in the event the Optionholder exercises the Option evidenced by the
Option Agreement, in whole or in part, by surrendering other shares of Common
Stock in accordance with this Plan and the terms and conditions of the Option
Agreement. Any such Re-Load Option shall (i) provide for a number of shares of
Common Stock equal to the number of shares of Common Stock surrendered as part
or all of the exercise price of such Option; (ii) have an expiration date which
is the same as the expiration date of the Option the exercise of which gave rise
to such Re-Load Option; and (iii) have an exercise price which is equal to one
hundred percent (100%) of the Fair Market Value of the Common Stock subject to
the Re-Load Option on the date of exercise of the original Option.
Notwithstanding the foregoing, a Re-Load Option shall be subject to the same
exercise price and term provisions heretofore described for Options under the
Plan.
 
         Any such Re-Load Option may be an Incentive Stock Option or a
Nonstatutory Stock Option, as the Board may designate at the time of the grant
of the original Option; provided, however, that the designation of any Re-Load
Option as an Incentive Stock Option shall be subject to the one hundred thousand
dollar ($100,000) annual limitation on the exercisability of Incentive Stock
Options described in subsection 10(d) and in Section 422(d) of the Code. There
shall be no Re-Load Options on a Re-Load Option. Any such Re-Load Option shall
be subject to the availability of sufficient shares of Common Stock under
subsection 4(a) and the "Section 162(m) Limitation" on the grants of Options
under subsection 5(c) and shall be subject to such other terms and conditions as
the Board may determine which are not inconsistent with the express provisions
of the Plan regarding the terms of Options.
 
7.       PROVISIONS OF RESTRICTED STOCK AWARDS.
 
         Each restricted stock purchase agreement shall be in such form and
shall contain such terms and conditions as the Board shall deem appropriate. The
terms and conditions of the restricted stock purchase agreements may change from
time to time, and the terms and conditions of separate restricted stock purchase
agreements need not be identical, but each restricted stock purchase agreement
shall include (through incorporation of provisions hereof by reference in the
agreement or otherwise) the substance of each of the following provisions:
 
         (a)      PURCHASE PRICE. The purchase price under each restricted stock
purchase agreement shall be such amount as the Board shall determine and
designate in such restricted stock purchase agreement. The purchase price shall
not be less than eighty-five percent (85%) of the Common Stock's Fair Market
Value on the date such award is made or at the time the purchase is consummated.
 
         (b)      CONSIDERATION. The purchase price of Common Stock acquired
pursuant to the restricted stock purchase agreement shall be paid either: (i) in
cash at the time of purchase; (ii) at the discretion of the Board, according to
a deferred payment or other similar arrangement with
 
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<PAGE>
 
the Participant; or (iii) in any other form of legal consideration that may be
acceptable to the Board in its discretion; provided, however, that at any time
that the Company is incorporated in Delaware, then payment of the Common Stock's
"par value," as defined in the Delaware General Corporation Law, shall not be
made by deferred payment.
 
         (c)      VESTING. Shares of Common Stock acquired under the restricted
stock purchase agreement may, but need not, be subject to a share repurchase
option in favor of the Company in accordance with a vesting schedule to be
determined by the Board.
 
         (d)      TERMINATION OF PARTICIPANT'S CONTINUOUS SERVICE. In the event
a Participant's Continuous Service terminates, the Company may repurchase or
otherwise reacquire any or all of the shares of Common Stock held by the
Participant which have not vested as of the date of termination under the terms
of the restricted stock purchase agreement.
 
         (e)      TRANSFERABILITY. Rights to acquire shares under the restricted
stock purchase agreement shall be transferable by the Participant only upon such
terms and conditions as are set forth in the restricted stock purchase
agreement, as the Board shall determine in its discretion, so long as Common
Stock awarded under the restricted stock purchase agreement remains subject to
the terms of the restricted stock purchase agreement.
 
8.       COVENANTS OF THE COMPANY.
 
         (a)      AVAILABILITY OF SHARES. During the terms of the Stock Awards,
the Company shall keep available at all times the number of shares of Common
Stock required to satisfy such Stock Awards.
 
         (b)      SECURITIES LAW COMPLIANCE. The Company shall seek to obtain
from each regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to grant Stock Awards and to issue and sell shares
of Common Stock upon exercise of the Stock Awards; provided, however, that this
undertaking shall not require the Company to register under the Securities Act
the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any
such Stock Award. If, after reasonable efforts, the Company is unable to obtain
from any such regulatory commission or agency the authority which counsel for
the Company deems necessary for the lawful issuance and sale of Common Stock
under the Plan, the Company shall be relieved from any liability for failure to
issue and sell Common Stock upon exercise of such Stock Awards unless and until
such authority is obtained.
 
9.       USE OF PROCEEDS FROM STOCK.
 
         Proceeds from the sale of Common Stock pursuant to Stock Awards shall
constitute general funds of the Company.
 
10.      MISCELLANEOUS.
 
         (a)      ACCELERATION OF EXERCISABILITY AND VESTING. The Board shall
have the power to accelerate the time at which a Stock Award may first be
exercised or the time during which a Stock Award or any part thereof will vest
in accordance with the Plan, notwithstanding the
 
                                       10
 
<PAGE>
 
provisions in the Stock Award stating the time at which it may first be
exercised or the time during which it will vest.
 
         (b)      STOCKHOLDER RIGHTS. No Participant shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
of Common Stock subject to such Stock Award unless and until such Participant
has satisfied all requirements for exercise of the Stock Award pursuant to its
terms.
 
         (c)      NO EMPLOYMENT OR OTHER SERVICE RIGHTS. Nothing in the Plan or
any instrument executed or Stock Award granted pursuant thereto shall confer
upon any Participant any right to continue to serve the Company or an Affiliate
in the capacity in effect at the time the Stock Award was granted or shall
affect the right of the Company or an Affiliate to terminate (i) the employment
of an Employee with or without notice and with or without cause, (ii) the
service of a Consultant pursuant to the terms of such Consultant's agreement
with the Company or an Affiliate or (iii) the service of a Director pursuant to
the Bylaws of the Company or an Affiliate, and any applicable provisions of the
corporate law of the state in which the Company or the Affiliate is
incorporated, as the case may be.
 
         (d)      INCENTIVE STOCK OPTION $100,000 LIMITATION. To the extent that
the aggregate Fair Market Value (determined at the time of grant) of Common
Stock with respect to which Incentive Stock Options are exercisable for the
first time by any Optionholder during any calendar year (under all plans of the
Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), the
Options or portions thereof which exceed such limit (according to the order in
which they were granted) shall be treated as Nonstatutory Stock Options.
 
         (e)      INVESTMENT ASSURANCES. The Company may require a Participant,
as a condition of exercising or acquiring Common Stock under any Stock Award,
(i) to give written assurances satisfactory to the Company as to the
Participant's knowledge and experience in financial and business matters and/or
to employ a purchaser representative reasonably satisfactory to the Company who
is knowledgeable and experienced in financial and business matters and that he
or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (ii) to
give written assurances satisfactory to the Company stating that the Participant
is acquiring Common Stock subject to the Stock Award for the Participant's own
account and not with any present intention of selling or otherwise distributing
the Common Stock. The foregoing requirements, and any assurances given pursuant
to such requirements, shall be inoperative if (iii) the issuance of the shares
of Common Stock upon the exercise or acquisition of Common Stock under the Stock
Award has been registered under a then currently effective registration
statement under the Securities Act or (iv) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The
Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but
not limited to, legends restricting the transfer of the Common Stock.
 
         (f)      WITHHOLDING OBLIGATIONS. To the extent provided by the terms
of a Stock Award Agreement, the Participant may satisfy any federal, state or
local tax withholding obligation
 
                                       11
 
<PAGE>
 
relating to the exercise or acquisition of Common Stock under a Stock Award by
any of the following means (in addition to the Company's right to withhold from
any compensation paid to the Participant by the Company) or by a combination of
such means: (i) tendering a cash payment; (ii) authorizing the Company to
withhold shares of Common Stock from the shares of Common Stock otherwise
issuable to the Participant as a result of the exercise or acquisition of Common
Stock under the Stock Award; or (iii) delivering to the Company owned and
unencumbered shares of the Common Stock.
 
11.      ADJUSTMENTS UPON CHANGES IN STOCK.
 
         (a)      CAPITALIZATION ADJUSTMENTS. If any change is made in the
Common Stock subject to the Plan, or subject to any Stock Award, without the
receipt of consideration by the Company (through merger, consolidation,
reorganization, recapitalization, reincorporation, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or other transaction
not involving the receipt of consideration by the Company), the Plan will be
appropriately adjusted in the class(es) and maximum number of securities subject
to the Plan pursuant to subsection 4(a) and the maximum number of securities
subject to award to any person pursuant to subsection 5(c), and the outstanding
Stock Awards will be appropriately adjusted in the class(es) and number of
securities and price per share of Common Stock subject to such outstanding Stock
Awards. The Board shall make such adjustments, and its determination shall be
final, binding and conclusive. (The conversion of any convertible securities of
the Company shall not be treated as a transaction "without receipt of
consideration" by the Company.)
 
         (b)      CHANGE IN CONTROL--DISSOLUTION OR LIQUIDATION. In the event of
a dissolution or liquidation of the Company, then all outstanding Stock Awards
shall terminate immediately prior to such event.
 
         (c)      CHANGE IN CONTROL--ASSET SALE, MERGER, CONSOLIDATION OR
REVERSE MERGER. In the event of (i) a sale, lease or other disposition of all or
substantially all of the assets of the Company, (ii) a merger or consolidation
in which the Company is not the surviving corporation or (iii) a reverse merger
in which the Company is the surviving corporation but the shares of Common Stock
outstanding immediately preceding the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash or
otherwise, then any surviving corporation or acquiring corporation shall assume
any Stock Awards outstanding under the Plan or shall substitute similar stock
awards (including an award to acquire the same consideration paid to the
stockholders in the transaction described in this subsection 11(c)) for those
outstanding under the Plan. In the event any surviving corporation or acquiring
corporation refuses to assume or continue such Stock Awards or to substitute
similar stock awards for those outstanding under the Plan, then with respect to
Stock Awards held by Participants whose Continuous Service has not terminated,
the vesting of such Stock Awards (and, if applicable, the time during which such
Stock Awards may be exercised) shall be accelerated in full, and the Stock
Awards shall terminate if not exercised (if applicable) by a time established by
the Board at or following the occurrence of such event. With respect to any
other Stock Awards outstanding under the Plan, such Stock Awards shall terminate
if not exercised (if applicable) at or prior to such event.
 
                                       12
 
<PAGE>
 
12.      AMENDMENT OF THE PLAN AND STOCK AWARDS.
 
         (a)      AMENDMENT OF PLAN. The Board at any time, and from time to
time, may amend the Plan. However, except as provided in Section 11 relating to
adjustments upon changes in Common Stock, no amendment shall be effective unless
approved by the stockholders of the Company to the extent stockholder approval
is necessary to satisfy the requirements of Section 422 of the Code, Rule 16b-3
or any Nasdaq or securities exchange listing requirements.
 
         (b)      STOCKHOLDER APPROVAL. The Board may, in its sole discretion,
submit any other amendment to the Plan for stockholder approval, including, but
not limited to, amendments to the Plan intended to satisfy the requirements of
Section 162(m) of the Code and the regulations thereunder regarding the
exclusion of performance-based compensation from the limit on corporate
deductibility of compensation paid to certain executive officers.
 
         (c)      CONTEMPLATED AMENDMENTS. It is expressly contemplated that the
Board may amend the Plan in any respect the Board deems necessary or advisable
to provide eligible Employees with the maximum benefits provided or to be
provided under the provisions of the Code and the regulations promulgated
thereunder relating to Incentive Stock Options and/or to bring the Plan and/or
Incentive Stock Options granted under it into compliance therewith.
 
         (d)      NO IMPAIRMENT OF RIGHTS. Rights under any Stock Award granted
before amendment of the Plan shall not be impaired by any amendment of the Plan
unless (i) the Company requests the consent of the Participant and (ii) the
Participant consents in writing.
 
         (e)      AMENDMENT OF STOCK AWARDS. The Board at any time, and from
time to time, may amend the terms of any one or more Stock Awards; provided,
however, that the rights under any Stock Award shall not be impaired by any such
amendment unless (i) the Company requests the consent of the Participant and
(ii) the Participant consents in writing.
 
13.      TERMINATION OR SUSPENSION OF THE PLAN.
 
         (a)      PLAN TERM. The Board may suspend or terminate the Plan at any
time. Unless sooner terminated, the Plan shall terminate on the day before the
tenth (10th) anniversary of the date the Plan is adopted by the Board or
approved by the stockholders of the Company, whichever is earlier. No Stock
Awards may be granted under the Plan while the Plan is suspended or after it is
terminated.
 
         (b)      NO IMPAIRMENT OF RIGHTS. Suspension or termination of the Plan
shall not impair rights and obligations under any Stock Award granted while the
Plan is in effect, except with the written consent of the Participant.
 
14.      EFFECTIVE DATE OF PLAN.
 
         The Plan became effective on the Listing Date. On May 25, 2000, the
Plan was amended and restated to change the annual increase in the number of
shares of Common Stock authorized for issuance under the Plan, beginning on the
date of the 2001 Annual Meeting of Stockholders, to the lesser of (i) 7% of the
total number of shares of Common Stock outstanding, (ii) 3,000,000 shares, or
(iii) such smaller number of shares as determined by the Board.
 
                                       13
 
<PAGE>
 
15.      CHOICE OF LAW.
 
         The law of the State of California shall govern all questions
concerning the construction, validity and interpretation of this Plan, without
regard to such state's conflict of laws rules.
 
                                       14
 
Back to Top
 
                                   APPENDIX A
 
                          AUTOMATIC STOCK OPTION GRANTS
                             FOR ELIGIBLE DIRECTORS
 
         This Appendix A is adopted under and as a part of the Ask Jeeves, Inc.
1999 Equity Incentive Plan. This Appendix A provides for the automatic grant of
certain Options, on the terms and conditions set forth below, under the Plan to
certain eligible Directors. Capitalized terms used in this Appendix A are used
as defined in the Plan if not otherwise defined herein.
 
A.1      INTRODUCTION.
 
         (a)      PURPOSE. The Company, by granting stock options as provided
under this Appendix A, seeks to attract and retain the services of highly
qualified non-employee members of the Board by providing to them a significant
equity interest in the Company, to more closely link the interests of those
directors with the Company's stockholders, and to help provide those directors
with reasonable and fair compensation.
 
         (b)      EFFECTIVE DATE. This Appendix A is effective immediately upon
its approval by the Board (the date of such Board approval is referred to as the
"Appendix A Board Approval Date").
 
         (c)      ELIGIBLE DIRECTORS. The persons eligible to receive Options
under this Appendix A (each an "Eligible Director") are non-emeritus Directors
who are not employed by either the Company or one of its Affiliates. This
Appendix A applies only to Options granted to Eligible Directors pursuant to
this Appendix A. This Appendix A does not apply to any other Option or Stock
Award granted under the Plan. This Appendix A does not limit the authority of
the Board or a Committee to grant discretionary Options or other Stock Awards
under other provisions of the Plan.
 
         (d)      PLAN PROVISIONS. Any Option granted under this Appendix A
shall be governed by the provisions of this Appendix A and by the provisions of
the Plan. Each Option granted under this Appendix A shall be subject to, without
limitation, the provisions of Section 11 of the Plan.
 
         (e)      BOARD AUTHORITY. Options granted pursuant to this Appendix A
shall be automatic and, to the maximum extent possible, self-effectuating. The
Board's authority pursuant to Section 3 of the Plan shall, however, extend to
this Appendix A and Options granted hereunder.
 
         (f)      AMENDMENT. The Board may amend this Appendix A from time to
time pursuant to Section 12 of the Plan. The Board may suspend new Option grants
under this Appendix A or terminate this Appendix A as to new Option grants at
any time; provided that any such action shall not affect any Option theretofore
outstanding under this Appendix A.
 
         (g)      SHARE LIMIT. Options granted under this Appendix A shall be
subject to the limit set forth in Section 4(a) applicable to all Stock Awards
granted under the Plan. If one or more Options are to be granted on a specific
date and such Option(s) would otherwise exceed the number of shares that can
then be subject to Options granted under the Plan pursuant to Section
 
                                       A-1
 
<PAGE>
 
4(a) of the Plan, such Option(s) shall be granted and shall cover the maximum
number of shares (on a pro-rata basis in the event more than one Option is to be
granted) that are available for such purposes within the limits of Section 4(a)
of the Plan.
 
A.2      AUTOMATIC OPTION GRANTS.
 
         (a)      ONE-TIME GRANT. Each Eligible Director in office on the date
of, or elected to office at, the Company's 2003 annual meeting of stockholders
and who continues in office following such meeting shall automatically be
granted an Option as of that date to purchase 10,000 shares of Common Stock
(subject to adjustment pursuant to Section 11 of the Plan).
 
         (b)      NEW DIRECTOR GRANTS. Each individual who first becomes an
Eligible Director after the date of the Company's 2003 annual meeting of
stockholders (other than an individual who was employed by the Company or an
Affiliate at any time within the six-month period preceding the date on which he
or she first becomes an Eligible Director) shall automatically be granted an
Option as of the date he or she first becomes an Eligible Director to purchase
50,000 shares of Common Stock (subject to adjustment pursuant to Section 11 of
the Plan).
 
         (c)      QUARTERLY AWARDS. On the first business day of each calendar
quarter during the term of the Plan, commencing with the calendar quarter that
commences July 1, 2003, each person who is an Eligible Director on that date and
who has served as a member of the Board continuously for at least six months as
of that date shall automatically be granted an Option as of that date to
purchase 5,000 shares of Common Stock (subject to adjustment pursuant to Section
11 of the Plan).
 
         (d)      EXERCISE PRICE. Each Option granted under this Appendix A
shall have a per share exercise price equal to the Fair Market Value of a share
of Common Stock as of the day such Option is granted.
 
         (e)      VESTING. Each Option granted under this Appendix A shall be
exercisable only to the extent that it is vested. Each Option granted pursuant
to Section A.2(a) or Section A.2(c) shall vest as to 50% of the total number of
shares of Common Stock subject thereto on the date that is six months after the
grant date of the Option, shall vest as to an additional 25% of the total number
of shares of Common Stock subject thereto on the date that is nine months after
the grant date of the Option, and shall vest as to an additional 25% of the
total number of shares of Common Stock subject thereto on the first anniversary
of the grant date of the Option; provided, in each case, that the Eligible
Director who received the Option has remained in Continuous Service through the
respective vesting date. Each Option granted pursuant to Section A.2(b) shall
vest as to 25% of the total number of shares of Common Stock subject thereto on
the first anniversary of the grant date of the Option and as to an additional
1/48th of the total number of shares of Common Stock subject thereto on the
first day of each month for the thirty-six months following the month in which
the first anniversary of the grant date of the Option occurs; provided, in each
case, that the Eligible Director who received the Option has remained in
Continuous Service through the respective vesting date. The vesting schedule
applicable to an Option requires continued service through each applicable
vesting date as a condition to the vesting of the applicable installment of the
Option and the rights and benefits under this Plan. Service for only a portion
of a vesting period, even if substantial, will not entitle the Optionholder to
any proportionate vesting or avoid or mitigate a termination of rights and
benefits upon or following a termination of services.
 
                                      A-2
 
<PAGE>
 
         (f)      EXPIRATION. Subject to earlier termination pursuant to Section
A.4 herein or Section 11 of the Plan, Options granted under this Appendix A
shall expire at the close of business on the day before the tenth anniversary of
the date of grant of the Option.
 
         (g)      CONSIDERATION. The purchase price of Common Stock acquired
pursuant to an Option granted under this Appendix A shall be paid in full at the
time of purchase, to the extent permitted by applicable statutes and
regulations, either (1) in cash, by electronic funds transfer or check payable
to the Company, (2) by notice and third party payment in such manner as may be
authorized by the Board or pursuant to such "cashless exercise" procedures with
third parties who provide financing of (or who otherwise facilitate) the
exercise of Options in such manner as may be authorized by the Board, or (3) by
delivery to the Company of other Common Stock; provided, however, that any
Common Stock delivered to pay such purchase price that was originally acquired
by the Optionholder from the Company, upon exercise of a stock option or
otherwise, must have been owned by the Optionholder for more than six months
before being so used to pay such purchase price. Shares of Common Stock used to
satisfy the exercise price of an Option shall be valued at their Fair Market
Value on the date of exercise of the Option.
 
         (h)      AGREEMENT. Options granted under this Appendix A will be
evidenced by an Option Agreement, signed by a duly authorized officer of the
Company and by the Option recipient. Each Option Agreement shall be in the form
attached as Exhibit A to this Appendix A, or such other form as may be approved
by the Board for use under this Appendix A from time to time, and shall be
subject to such other terms and conditions as may be set forth therein. Each
Option granted under this Plan shall be a Nonstatutory Stock Option and shall
not be an Incentive Stock Option.
 
A.3      NON-TRANSFERABILITY OF OPTIONS.
 
         An Option granted under this Appendix A shall not be subject in any
manner to sale, transfer, anticipation, alienation, assignment, pledge,
encumbrance or charge and shall be exercisable during the lifetime of the
Optionholder only by the Optionholder. Amounts payable or shares issuable
pursuant to any Option shall be delivered only to (or for the account of) the
Optionholder.
 
         The Board may permit Options granted under this Appendix A to be
exercised by and paid to certain persons or entities related to the Optionholder
pursuant to such conditions and procedures, including limitations on subsequent
transfers, as the Board may establish. Any permitted transfer shall be subject
to the condition that the Board receive evidence satisfactory to it that the
transfer (1) is being made for essentially estate and/or tax planning purposes
on a gratuitous or donative basis and without consideration (other than nominal
consideration or in exchange for an interest in a qualified transferee), and (2)
will not compromise the Company's ability to register shares issuable under the
Plan on SEC Form S-8 under the Securities Act, or to rely on such registration
in connection with an Option exercise.
 
         The exercise and transfer restrictions in the first paragraph of this
Section A.3 will not, however, apply to:
 
                  (1)  transfers to the Company,
 
                  (2)  the designation of a beneficiary to receive benefits in
                       the event of the Optionholder's death or, if the
                       Optionholder has died, transfers to or
 
                                      A-3
 
<PAGE>
 
                       exercises by the Optionholder's beneficiary, or, in the
                       absence of a validly designated beneficiary, transfers by
                       will or the laws of descent and distribution,
 
                  (3)  transfers to a family member (or former family member)
                       pursuant to a domestic relations order if received by the
                       Board prior to the exercise of the Option,
 
                  (4)  if the Optionholder has suffered a disability, permitted
                       transfers or exercises on behalf of the Optionholder by
                       his or her legal representative, or
 
                  (5)  the authorization by the Board of "cashless exercise"
                       procedures with third parties who provide financing for
                       the purpose of (or who otherwise facilitate) the exercise
                       of Options consistent with applicable laws and the
                       express authorization of the Board.
 
A.4      TERMINATION OF CONTINUOUS SERVICE.
 
         (a)      TERMINATION OF CONTINUOUS SERVICE. If an Optionholder's
Continuous Service terminates (for any reason other than upon the Optionholder's
death or Disability), then, subject to earlier termination pursuant to Section
11 of the Plan or Section A.2(f):
 
         -    the unvested portion of the Optionholder's Option shall
              automatically terminate as of such cessation of service;
 
         -    the Optionholder (or his or her permitted transferee, if
              applicable) may exercise his or her Option to the extent vested as
              of such cessation of service but only within the 90-day period
              following such cessation of service; and
 
         -    the portion of the Option that is vested on the Optionholder's
              cessation of service and is not exercised within such 90-day
              period shall automatically terminate on the 90th day following the
              date the Optionholder's Continuous Service terminated.
 
         (b)      DISABILITY OF OPTIONHOLDER. If an Optionholder's Continuous
Service terminates as a result of the Optionholder's Disability, then, subject
to earlier termination pursuant to Section 11 of the Plan or Section A.2(f):
 
         -    the unvested portion of the Optionholder's Option shall
              automatically terminate as of such cessation of service;
 
         -    the Optionholder (or his or her permitted transferee, if
              applicable) may exercise his or her Option to the extent vested as
              of such cessation of service but only within the one-year period
              following such cessation of service; and
 
         -    the portion of the Option that is vested on the Optionholder's
              cessation of service and is not exercised within such one-year
              period shall automatically terminate on the first anniversary of
              the date the Optionholder's Continuous Service terminated.
 
         (c)      DEATH OF OPTIONHOLDER. If an Optionholder's Continuous Service
terminates as a result of the Optionholder's death, then, subject to earlier
termination pursuant to Section 11 of
 
                                      A-4
 
<PAGE>
 
the Plan or Section A.2(f):
 
         -    the unvested portion of the Optionholder's Option shall
              automatically terminate as of such cessation of service;
 
         -    the Optionholder's estate, or person who acquired the right to
              exercise the Option by bequest or inheritance, or other person
              designated to exercise the option upon the Optionholder's death
              pursuant to Section A.3, as applicable, may exercise the
              Optionholder's Option to the extent vested as of such cessation of
              service but only within the one-year period following such
              cessation of service; and
 
         -    the portion of the Option that is vested on the Optionholder's
              cessation of service and is not exercised within such one-year
              period shall automatically terminate on the first anniversary of
              the date the Optionholder's death.
 
                                      A-5
 
<PAGE>
 
                                                                       EXHIBIT A
 
                                ASK JEEVES, INC.
                       ELIGIBLE DIRECTOR OPTION AGREEMENT
 
         This Agreement between Ask Jeeves, Inc., a Delaware corporation (the
"Company"), and _________________ (the "Grantee") sets forth the specific terms
and conditions of a stock option granted to the Grantee under Appendix A of the
Ask Jeeves, Inc. 1999 Equity Incentive Plan (the "Plan"). (All references to the
Plan in this Agreement include the provisions of Appendix A to the Plan.)
 
1.       AWARD OF STOCK OPTIONS. The Company hereby awards a nonqualified stock
option (the "Option") to the Grantee to purchase, subject to the terms and
conditions set forth below, the number of shares of the Company's common stock
("Common Stock") set forth below at the price per share set forth below:
 
         Date of Grant ("Award Date")               _____
         Total Number Shares Subject to Option(1)   _____
         Exercise Price Per Share(1)                _____
         Expiration Date(2)                         _____
 
2.       VESTING. [ALTERNATIVE FOR OPTIONS GRANTED PURSUANT TO SECTION A.2(a)
(ONE-TIME GRANT) OR A.2(c) (QUARTERLY AWARDS) OF THE PLAN: The Option shall vest
as to 50% of the total number of shares subject to the Option on the date that
is six months after the Award Date, as to an additional 25% of the total number
of shares subject to the Option on the date that is nine months after the Award
Date, and as to an additional 25% of the total number of shares subject to the
Option on the first anniversary of the Award Date; subject, in each case, to the
termination of service rules of Section A.4 of the Plan.] [ALTERNATIVE FOR
OPTIONS GRANTED PURSUANT TO SECTION A.2(b) (NEW DIRECTOR GRANTS) OF THE PLAN:
The Option shall vest as to 25% of the total number of shares subject to the
Option on the first anniversary of the Award Date and as to an additional 1/48th
of the total number of shares subject to the Option on the first day of each
month for the thirty-six months following the month in which the first
anniversary of the Award Date occurs; subject, in each case, to the termination
of service rules of Section A.4 of the Plan.] As provided in Section A.2(e) of
the Plan, there will be no pro-rated vesting if the Grantee's service terminates
for any reason between scheduled vesting dates.
 
3.       EXERCISE; TERMINATION. The Option is exercisable only to the extent
that it is vested and only on or before its expiration or earlier termination.
The expiration date of the Option is set forth above and, notwithstanding that
date, the Option is subject to earlier termination pursuant to Section A.2(f),
A.4 and Section 11 of the Plan. The Option shall be exercisable by the delivery
to the Secretary of the Company of a written notice (in such form as the Company
may require from time to time) stating the number of shares of Common Stock to
be purchased pursuant to the Option and accompanied by payment in full for the
exercise price of the shares to be purchased in a manner authorized pursuant to
Section A.2(g) of the Plan. Any such notice shall be effective only when
received by the Secretary of the Company. The Option may not be exercised as to
any fractional share and no fewer than 100(1) shares may be purchased at any one
time, unless the number purchased is the total number at the time exercisable
under the Option.
 
---------------------------
 
(1) Subject to adjustment pursuant to Section 11(a) of the Plan.
 
(2) Subject to earlier termination as provided herein.
 
                                       A-i
 
<PAGE>
 
4.       NO TRANSFER OR SERVICE RIGHTS. Nothing contained in this Agreement
constitutes an employment or service commitment by the Company or any affiliate,
confers upon the Grantee any right to remain in employ of or service to the
Company or any affiliate, interferes in any way with the right of the Company or
any affiliate at any time to terminate such employment service, or affects the
right of the Company or any affiliate to increase or decrease the recipient's
other compensation. The Option and any other rights of the Grantee under this
Agreement or the Plan are nontransferable and exercisable only by the Grantee,
except as set forth in Section A.3 of the Plan.
 
5.       THE PLAN GOVERNS. The Option and all rights of the Grantee under this
Agreement are subject to all of the terms and conditions of the Plan,
incorporated herein by this reference. In the event of a conflict or
inconsistency between the terms and conditions of this Agreement and of the
Plan, the terms and conditions of the Plan shall govern. Provisions of the Plan
that confer discretionary authority on the Board do not and shall not be deemed
to create any rights in the Grantee unless such rights are expressly set forth
herein or are otherwise conferred on the Grantee in the sole discretion, and by
appropriate action, of the Board after the date hereof. By executing this
Agreement, the Grantee represents that he/she is familiar with the terms and
conditions of this Agreement and the Plan, hereby acknowledges receipt of both
documents and the current Prospectus for the Plan, and hereby accepts the Option
subject to all of the terms and conditions hereof.
 
6.       ENTIRE AGREEMENT. This Agreement and the Plan together constitute the
entire agreement and supersede all prior understandings and agreements, written
or oral, of the parties hereto with respect to the subject matter hereof. The
Plan and this Agreement may be amended pursuant to Section 12 of the Plan. Such
amendment must be in writing and signed by the Company. The Company may,
however, unilaterally waive any provision hereof in writing to the extent such
waiver does not adversely affect the interests of the Grantee hereunder, but no
such waiver shall operate as or be construed to be a subsequent waiver of the
same provision or a waiver of any other provision hereof.
 
7.       GOVERNING LAW. This Agreement shall be construed in accordance with and
governed by the laws of the State of California without regard to conflict of
law principles thereunder.
 
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Award Date set forth above.
 
                                        ASK JEEVES, INC.,
                                        a Delaware corporation
 
                                        By:_____________________________________
 
                                        Print Name:_____________________________
 
                                        Title:__________________________________
 
                                        GRANTEE
 
                                        ________________________________________
                                        Signature
 
                                      A-ii
 
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1.2.2
<SEQUENCE>2
<FILENAME>f00174exv10w1w2w2.txt
<DESCRIPTION>EXHIBIT 10.1.2.2
<TEXT>
<PAGE>
                                                                EXHIBIT 10.1.2.2
 
                                ASK JEEVES, INC.
                           1999 EQUITY INCENTIVE PLAN
 
                                   APPENDIX A
 
                          AUTOMATIC STOCK OPTION GRANTS
                             FOR ELIGIBLE DIRECTORS
 
(AMENDED AND RESTATED BY THE BOARD OF DIRECTORS EFFECTIVE AS OF JANUARY 1, 2004)
 
      This Appendix A is adopted under and as a part of the Ask Jeeves, Inc.
1999 Equity Incentive Plan. This Appendix A provides for the automatic grant of
certain Options, on the terms and conditions set forth below, under the Plan to
certain eligible Directors. Capitalized terms used in this Appendix A are used
as defined in the Plan if not otherwise defined herein.
 
A.1 INTRODUCTION.
 
      (A) PURPOSE. The Company, by granting stock options as provided under this
Appendix A, seeks to attract and retain the services of highly qualified
non-employee members of the Board by providing to them a significant equity
interest in the Company, to more closely link the interests of those directors
with the Company's stockholders, and to help provide those directors with
reasonable and fair compensation.
 
      (B) EFFECTIVE DATE. This restated version of Appendix A is effective as of
January 1, 2004 (the "Appendix A Approval Date").
 
      (C) ELIGIBLE DIRECTORS. The persons eligible to receive Options under this
Appendix A (each an "Eligible Director") are (1) the Chairman of the Board of
Directors (whether or not an employee of the Company or one of its Affiliates),
and (2) non-emeritus Directors who are not employed by either the Company or one
of its Affiliates. This version of Appendix A applies only to Options granted to
Eligible Directors pursuant to this Appendix A after the Appendix A Approval
Date. This Appendix A does not apply to any other Option or Stock Award granted
under the Plan. Options granted pursuant to this Appendix A before the Appendix
A Approval Date shall be governed by the particular version of this Appendix A
as in effect as of the applicable date of grant of the Option. This Appendix A
does not limit the authority of the Board or a Committee to grant discretionary
Options or other Stock Awards under other provisions of the Plan.
 
      (D) PLAN PROVISIONS. Any Option granted under this Appendix A shall be
governed by the provisions of this Appendix A and by the provisions of the Plan.
Each Option granted under this Appendix A shall be subject to, without
limitation, the provisions of Section 11 of the Plan.
 
      (E) BOARD AUTHORITY. Options granted pursuant to this Appendix A shall be
automatic and, to the maximum extent possible, self-effectuating. The Board's
authority pursuant to Section 3 of the Plan shall, however, extend to this
Appendix A and Options granted hereunder.
 
 
 
                                      A-1
<PAGE>
      (F) AMENDMENT. The Board may amend this Appendix A from time to time
pursuant to Section 12 of the Plan. The Board may suspend or reduce new Option
grants under this Appendix A (to any or all Eligible Directors) or terminate
this Appendix A as to new Option grants at any time; provided that any such
action shall not affect any Option theretofore outstanding under this Appendix
A.
 
      (G) SHARE LIMIT. Options granted under this Appendix A shall be subject to
the limit set forth in Section 4(a) applicable to all Stock Awards granted under
the Plan. If one or more Options are to be granted on a specific date and such
Option(s) would otherwise exceed the number of shares that can then be subject
to Options granted under the Plan pursuant to Section 4(a) of the Plan, such
Option(s) shall be granted and shall cover the maximum number of shares (on a
pro-rata basis in the event more than one Option is to be granted) that are
available for such purposes within the limits of Section 4(a) of the Plan.
 
A.2 AUTOMATIC OPTION GRANTS.
 
      (A) NEW DIRECTOR GRANTS. Each individual who first becomes an Eligible
Director on or after the Appendix A Approval Date (other than an individual who
was employed by the Company or an Affiliate at any time within the six-month
period preceding the date on which he or she first becomes an Eligible Director)
shall automatically be granted an Option as of the date he or she first becomes
an Eligible Director to purchase 50,000 shares of Common Stock (subject to
adjustment pursuant to Section 11 of the Plan).
 
      (B) QUARTERLY AWARDS. On the first business day of each calendar quarter
during the term of the Plan, commencing with the calendar quarter that commences
on the Appendix A Approval Date, each person who is an Eligible Director on that
date and who has served as a member of the Board continuously for at least six
months as of that date shall automatically be granted an Option as of that date
to purchase 3,000 (or, in the case of the Chairman of the Board if he or she is
then an Eligible Director, 4,500) shares of Common Stock (subject to adjustment
pursuant to Section 11 of the Plan).
 
      (C) EXERCISE PRICE. Each Option granted under this Appendix A shall have a
per share exercise price equal to the Fair Market Value of a share of Common
Stock as of the day such Option is granted.
 
      (D) VESTING. Each Option granted under this Appendix A shall be
exercisable only to the extent that it is vested. Each Option granted pursuant
to Section A.2(a) shall vest as to 25% of the total number of shares of Common
Stock subject thereto on the first anniversary of the grant date of the Option
and as to an additional 1/48th of the total number of shares of Common Stock
subject thereto on the first day of each month for the thirty-six months
following the month in which the first anniversary of the grant date of the
Option occurs; provided, in each case, that the Eligible Director who received
the Option has remained in Continuous Service through the respective vesting
date. Each Option granted pursuant to Section A.2(b) shall vest as to 25% of the
total number of shares of Common Stock subject thereto on the date that is three
months after the grant date of the Option, shall vest as to an additional 25% of
the total number of shares of Common Stock subject thereto on the date that is
six months after the grant date of the Option, shall vest as to an additional
25% of the total number of shares of Common Stock subject thereto on the date
that is nine months after the grant date of the Option, and shall vest as to the
final 25% of the total number of shares of Common Stock subject thereto on the
first
 
 
                                      A-2
<PAGE>
anniversary of the grant date of the Option; provided, in each case, that the
Eligible Director who received the Option has remained in Continuous Service
through the respective vesting date. The vesting schedule applicable to an
Option requires continued service through each applicable vesting date as a
condition to the vesting of the applicable installment of the Option and the
rights and benefits under this Plan. Service for only a portion of a vesting
period, even if substantial, will not entitle the Optionholder to any
proportionate vesting or avoid or mitigate a termination of rights and benefits
upon or following a termination of services.
 
      (E) EXPIRATION. Subject to earlier termination pursuant to Section A.4
herein or Section 11 of the Plan, Options granted under this Appendix A shall
expire at the close of business on the day before the tenth anniversary of the
date of grant of the Option.
 
      (F) CONSIDERATION. The purchase price of Common Stock acquired pursuant to
an Option granted under this Appendix A shall be paid in full at the time of
purchase, to the extent permitted by applicable statutes and regulations, either
(1) in cash, by electronic funds transfer or check payable to the Company, (2)
by notice and third party payment in such manner as may be authorized by the
Board or pursuant to such "cashless exercise" procedures with third parties who
provide financing of (or who otherwise facilitate) the exercise of Options in
such manner as may be authorized by the Board, or (3) by delivery to the Company
of other Common Stock; provided, however, that any Common Stock delivered to pay
such purchase price that was originally acquired by the Optionholder from the
Company, upon exercise of a stock option or otherwise, must have been owned by
the Optionholder for more than six months before being so used to pay such
purchase price. Shares of Common Stock used to satisfy the exercise price of an
Option shall be valued at their Fair Market Value on the date of exercise of the
Option.
 
      (G) AGREEMENT. Options granted under this Appendix A will be evidenced by
an Option Agreement, signed by a duly authorized officer of the Company and by
the Option recipient. Each Option Agreement shall be in the form attached as
Exhibit A to this Appendix A, or such other form as may be approved by the Board
for use under this Appendix A from time to time, and shall be subject to such
other terms and conditions as may be set forth therein. Each Option granted
under this Plan shall be a Nonstatutory Stock Option and shall not be an
Incentive Stock Option.
 
A.3 NON-TRANSFERABILITY OF OPTIONS.
 
      An Option granted under this Appendix A shall not be subject in any manner
to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or
charge and shall be exercisable during the lifetime of the Optionholder only by
the Optionholder. Amounts payable or shares issuable pursuant to any Option
shall be delivered only to (or for the account of) the Optionholder.
 
      The Board may permit Options granted under this Appendix A to be exercised
by and paid to certain persons or entities related to the Optionholder pursuant
to such conditions and procedures, including limitations on subsequent
transfers, as the Board may establish. Any permitted transfer shall be subject
to the condition that the Board receive evidence satisfactory to it that the
transfer (1) is being made for essentially estate and/or tax planning purposes
on a gratuitous or donative basis and without consideration (other than nominal
consideration or in exchange for an interest in a qualified transferee), and (2)
will not compromise the Company's
 
 
                                      A-3
<PAGE>
ability to register shares issuable under the Plan on SEC Form S-8 under the
Securities Act, or to rely on such registration in connection with an Option
exercise.
 
      The exercise and transfer restrictions in the first paragraph of this
Section A.3 will not, however, apply to:
 
            (1)   transfers to the Company,
 
            (2)   the designation of a beneficiary to receive benefits in the
                  event of the Optionholder's death or, if the Optionholder has
                  died, transfers to or exercises by the Optionholder's
                  beneficiary, or, in the absence of a validly designated
                  beneficiary, transfers by will or the laws of descent and
                  distribution,
 
            (3)   transfers to a family member (or former family member)
                  pursuant to a domestic relations order if received by the
                  Board prior to the exercise of the Option,
 
            (4)   if the Optionholder has suffered a disability, permitted
                  transfers or exercises on behalf of the Optionholder by his or
                  her legal representative, or
 
            (5)   the authorization by the Board of "cashless exercise"
                  procedures with third parties who provide financing for the
                  purpose of (or who otherwise facilitate) the exercise of
                  Options consistent with applicable laws and the express
                  authorization of the Board.
 
 
A.4 TERMINATION OF CONTINUOUS SERVICE.
 
      (A) TERMINATION OF CONTINUOUS SERVICE. If an Optionholder's Continuous
Service terminates (for any reason other than upon the Optionholder's death or
Disability), then, subject to earlier termination pursuant to Section 11 of the
Plan or Section A.2(e):
 
            -     the unvested portion of the Optionholder's Option shall
                  automatically terminate as of such cessation of service;
 
 
            -     the Optionholder (or his or her permitted transferee, if
                  applicable) may exercise his or her Option to the extent
                  vested as of such cessation of service but only within the
                  90-day period following such cessation of service; and
 
            -     the portion of the Option that is vested on the Optionholder's
                  cessation of service and is not exercised within such 90-day
                  period shall automatically terminate on the 90th day following
                  the date the Optionholder's Continuous Service terminated.
 
      (B) DISABILITY OF OPTIONHOLDER. If an Optionholder's Continuous Service
terminates as a result of the Optionholder's Disability, then, subject to
earlier termination pursuant to Section 11 of the Plan or Section A.2(e):
 
            -     the unvested portion of the Optionholder's Option shall
                  automatically terminate as of such cessation of service;
 
                                       A-4
<PAGE>
            -     the Optionholder (or his or her permitted transferee, if
                  applicable) may exercise his or her Option to the extent
                  vested as of such cessation of service but only within the
                  one-year period following such cessation of service; and
 
            -     the portion of the Option that is vested on the Optionholder's
                  cessation of service and is not exercised within such one-year
                  period shall automatically terminate on the first anniversary
                  of the date the Optionholder's Continuous Service terminated.
 
      (C) DEATH OF OPTIONHOLDER. If an Optionholder's Continuous Service
terminates as a result of the Optionholder's death, then, subject to earlier
termination pursuant to Section 11 of the Plan or Section A.2(e):
 
            -     the unvested portion of the Optionholder's Option shall
                  automatically terminate as of such cessation of service;
 
            -     the Optionholder's estate, or person who acquired the right to
                  exercise the Option by bequest or inheritance, or other person
                  designated to exercise the option upon the Optionholder's
                  death pursuant to Section A.3, as applicable, may exercise the
                  Optionholder's Option to the extent vested as of such
                  cessation of service but only within the one-year period
                  following such cessation of service; and
 
            -     the portion of the Option that is vested on the Optionholder's
                  cessation of service and is not exercised within such one-year
                  period shall automatically terminate on the first anniversary
                  of the date the Optionholder's death.
 
 
 
 
                                      A-5
<PAGE>
                                                                       EXHIBIT A
 
                                ASK JEEVES, INC.
                       ELIGIBLE DIRECTOR OPTION AGREEMENT
 
      This Agreement between Ask Jeeves, Inc., a Delaware corporation (the
"Company"), and _________________ (the "Grantee") sets forth the specific terms
and conditions of a stock option granted to the Grantee under Appendix A of the
Ask Jeeves, Inc. 1999 Equity Incentive Plan (the "Plan"). (All references to the
Plan in this Agreement include the provisions of Appendix A to the Plan.)
 
1. AWARD OF STOCK OPTIONS. The Company hereby awards a nonqualified stock option
(the "Option") to the Grantee to purchase, subject to the terms and conditions
set forth below, the number of shares of the Company's common stock ("Common
Stock") set forth below at the price per share set forth below:
 
         Date of Grant ("Award Date")                _____
         Total Number Shares Subject to Option(1)    _____
         Exercise Price Per Share(1)                 _____
         Expiration Date(2)                          _____
 
      2. VESTING. [ALTERNATIVE FOR OPTIONS GRANTED PURSUANT TO SECTION A.2(B)
(QUARTERLY AWARDS) ON OR AFTER JANUARY 1, 2004): The Option shall vest as to 25%
of the total number of shares of Common Stock subject thereto on the date that
is three months after the grant date of the Option, shall vest as to an
additional 25% of the total number of shares of Common Stock subject thereto on
the date that is six months after the grant date of the Option, shall vest as to
an additional 25% of the total number of shares of Common Stock subject thereto
on the date that is nine months after the grant date of the Option, and shall
vest as to the final 25% of the total number of shares of Common Stock subject
thereto on the first anniversary of the grant date of the Option; subject, in
each case, to the termination of service rules of Section A.4 of the Plan.]
[ALTERNATIVE FOR OPTIONS GRANTED PURSUANT TO SECTION A.2(A) (NEW DIRECTOR
GRANTS) OF THE PLAN: The Option shall vest as to 25% of the total number of
shares subject to the Option on the first anniversary of the Award Date and as
to an additional 1/48th of the total number of shares subject to the Option on
the first day of each month for the thirty-six months following the month in
which the first anniversary of the Award Date occurs; subject, in each case, to
the termination of service rules of Section A.4 of the Plan.] As provided in
Section A.2(e) of the Plan, there will be no pro-rated vesting if the Grantee's
service terminates for any reason between scheduled vesting dates.
 
      3. EXERCISE; TERMINATION. The Option is exercisable only to the extent
that it is vested and only on or before its expiration or earlier termination.
The expiration date of the Option is set forth above and, notwithstanding that
date, the Option is subject to earlier termination pursuant to Section A.2(f),
A.4 and Section 11 of the Plan. The Option shall be exercisable by the delivery
to the Secretary of the Company of a written notice (in such form as the Company
may require from time to time) stating the number of shares of Common Stock to
be purchased
 
 
--------
 
1 Subject to adjustment pursuant to Section 11(a) of the Plan.
 
2 Subject to earlier termination as provided herein.
 
 
                                      A-i
<PAGE>
pursuant to the Option and accompanied by payment in full for the exercise price
of the shares to be purchased in a manner authorized pursuant to Section A.2(g)
of the Plan. Any such notice shall be effective only when received by the
Secretary of the Company. The Option may not be exercised as to any fractional
share and no fewer than 1001 shares may be purchased at any one time, unless the
number purchased is the total number at the time exercisable under the Option.
 
4. NO TRANSFER OR SERVICE RIGHTS. Nothing contained in this Agreement
constitutes an employment or service commitment by the Company or any affiliate,
confers upon the Grantee any right to remain in employ of or service to the
Company or any affiliate, interferes in any way with the right of the Company or
any affiliate at any time to terminate such employment service, or affects the
right of the Company or any affiliate to increase or decrease the recipient's
other compensation. The Option and any other rights of the Grantee under this
Agreement or the Plan are nontransferable and exercisable only by the Grantee,
except as set forth in Section A.3 of the Plan.
 
5. THE PLAN GOVERNS. The Option and all rights of the Grantee under this
Agreement are subject to all of the terms and conditions of the Plan,
incorporated herein by this reference. In the event of a conflict or
inconsistency between the terms and conditions of this Agreement and of the
Plan, the terms and conditions of the Plan shall govern. Provisions of the Plan
that confer discretionary authority on the Board do not and shall not be deemed
to create any rights in the Grantee unless such rights are expressly set forth
herein or are otherwise conferred on the Grantee in the sole discretion, and by
appropriate action, of the Board after the date hereof. By executing this
Agreement, the Grantee represents that he/she is familiar with the terms and
conditions of this Agreement and the Plan, hereby acknowledges receipt of both
documents and the current Prospectus for the Plan, and hereby accepts the Option
subject to all of the terms and conditions hereof.
 
6. ENTIRE AGREEMENT. This Agreement and the Plan together constitute the entire
agreement and supersede all prior understandings and agreements, written or
oral, of the parties hereto with respect to the subject matter hereof. The Plan
and this Agreement may be amended pursuant to Section 12 of the Plan. Such
amendment must be in writing and signed by the Company. The Company may,
however, unilaterally waive any provision hereof in writing to the extent such
waiver does not adversely affect the interests of the Grantee hereunder, but no
such waiver shall operate as or be construed to be a subsequent waiver of the
same provision or a waiver of any other provision hereof.
 
7. GOVERNING LAW. This Agreement shall be construed in accordance with and
governed by the laws of the State of California without regard to conflict of
law principles thereunder.
 
                                      A-ii
<PAGE>
      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Award Date set forth above.
 
                                         ASK JEEVES, INC.,
                                         a Delaware corporation
 
                                         By:
                                            ------------------------------------
 
                                         Print Name:
                                                     ---------------------------
 
                                         Title:
                                               ---------------------------------
 
 
                                         GRANTEE
 
                                         ---------------------------------------
                                         Signature
 
                                     A-iii
 
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