OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information with respect to stock
options granted to each of the Named Executive Officers during the fiscal year
ended December 31, 1998. iVillage has never granted any stock appreciation
rights. The exercise price per share of each option was equal to the fair market
value of the common stock on the date of grant as determined by the Board of
Directors. The potential realizable value is calculated based on the term of the
option at its time of grant (seven years). It is calculated assuming that the
fair market value of common stock on the date of grant appreciates at the
indicated annual rate compounded annually for the entire term of the option and
that the option is exercised and sold on the last day of its term for the
appreciated stock price. These numbers are calculated based on the requirements
of the Securities and Exchange Commission and do not reflect iVillage's estimate
of future stock price growth.
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE PER
GRANTED FISCAL YEAR SHARE EXPIRATION
NAME (#) (%)(1) ($/SH) DATE
------------------------------- ---------- ------------ --------- ----------
Candice Carpenter.............. 153,333 10% $6.00 5/25/05
Nancy Evans.................... 76,667 5 6.00 5/25/05
John W. Glascott............... 66,667 4 6.00 4/4/05
Stephen Lake................... 8,333 1 6.00 5/25/05
Steven A. Elkes................ 16,667 1 6.00 4/1/05
POTENTIAL REALIZABLE VALUE AT ASSUMED
ANNUAL RATES OF STOCK PRICE APPRECIATION
FOR OPTION TERM
----------------------------------------------
NAME 5%($) 10%($)
------------------------------- ---------------------- ----------------------
Candice Carpenter.............. $374,532 $872,820
Nancy Evans.................... 187,266 436,410
John W. Glascott............... 162,840 379,487
Stephen Lake................... 20,355 47,436
Steven A. Elkes................ 40,710 94,872
(Footnote continued on next page)
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(Footnote from previous page)
(1) Based on options to purchase an aggregate of 1,515,143 shares of common
stock granted under the 1995 Amended and Restated Employee Stock Option Plan
and the 1997 Amended and Restated Acquisition Stock Option Plan by iVillage
in the year ended December 31, 1998 to employees, consultants and directors
of iVillage.
FISCAL YEAR-END OPTION VALUES
The following table sets forth information with respect to the Named
Executive Officers concerning stock options held during the fiscal year ended
December 31, 1998 and exercisable and unexercisable options held as of
December 31, 1998. No options were exercised during fiscal 1998 by any of the
officers. The value of unexercised in-the-money options at fiscal year-end is
based on $9.45 per share, the assumed fair market value of the common stock at
December 31, 1998, less the exercise price per share.
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
AT FISCAL YEAR-END (#) FISCAL YEAR-END
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------------------------------------------------- ----------- ------------- ----------- -------------
Candice Carpenter.................................... 48,332 198,334 $ 192,995 $ 742,002
Nancy Evans.......................................... 9,583 67,084 33,061 231,440
John W. Glascott..................................... -- 66,667 -- 230,000
Stephen Lake......................................... 26,562 40,104 114,607 167,891
Steven A. Elkes...................................... 14,374 35,626 60,652 141,848
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act")
requires iVillage's officers and directors, and persons who own more than 10% of
a registered class of iVillage's equity securities, to file certain reports
regarding ownership of, and transactions in, iVillage's securities with the
Securities and Exchange Commission and The Nasdaq Stock Market, Inc. Such
officers, directors and 10% stockholders are also required by Securities and
Exchange Commission rules to furnish iVillage with copies of all Section 16(a)
forms that they file. iVillage was not subject to Section 16 of the 1934 Act
during the fiscal year ended December 31, 1998, and so no compliance was
required by such persons.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the common stock as of November 4, 1999 of (i) each person known by
iVillage to beneficially own more than 5% of the common stock, (ii) each
director or director nominee of iVillage, (iii) each executive officer of
iVillage for whom information is given in the Summary Compensation Table in this
proxy statement, and (iv) all directors and executive officers of iVillage as a
group.
NUMBER OF SHARES
NAME OF BENEFICIAL OWNER BENEFICIALLY HELD(1) PERCENT OF CLASS
-------------------------------------------------------------------------- -------------------- ----------------
America Online, Inc ...................................................... 2,511,983 8.4%
22000 AOL Way
Dulles, Virginia 20166-9323
National Broadcasting Company, Inc ....................................... 2,161,634 7.2
30 Rockefeller Plaza
New York, New York 10112
Rho Management Trust I (2) ............................................... 1,662,842 5.6
767 Fifth Avenue
New York, New York 10153
Candice Carpenter(3)...................................................... 776,668 2.6
Nancy Evans(4)............................................................ 362,084 1.2
Alan Colner(5)............................................................ 743,293 2.5
Jay C. Hoag(6)............................................................ 616,634 2.1
Habib Kairouz(7).......................................................... 1,662,842 5.6
Lennert J. Leader(8)...................................................... 2,511,983 8.4
Michael Levy(9)........................................................... 38,333 *
Douglas McCormick(10)..................................................... 11,111 *
Daniel Schulman(11)....................................................... 5,556 *
Martin Yudkovitz(12)...................................................... 2,165,634 7.3
Steven Elkes(13).......................................................... 29,559 *
Stephen Lake(14).......................................................... 49,626 *
John W. Glascott(15)...................................................... 29,559 *
All directors and executive officers as a group (19 persons).............. 9,131,910 29.8
------------------------------
* Less than one percent of the outstanding common stock.
(1) Unless otherwise indicated, the address for each listed director or officer
is c/o iVillage Inc., 212 Fifth Avenue, New York, New York 10010. As used
in this table, "beneficial ownership" means the sole or shared power to
vote or direct the voting or to dispose or direct the disposition of any
security. For purposes of this table, a person is deemed to be the
beneficial owner of securities that can be acquired within 60 days from
November 4, 1999 through the exercise of any option or warrant. Shares of
common stock subject to options or warrants that are currently exercisable
or exercisable within 60 days are deemed outstanding for computing the
ownership percentage of the person holding such options or warrants, but
are not deemed outstanding for computing the ownership percentage of any
other person. The amounts and percentages are based upon 29,533,536 shares
of common stock outstanding as of November 4, 1999.
(2) Rho Management Partners L.P., a Delaware limited partnership, may be deemed
the beneficial owner of the 1,662,842 shares registered in the name of Rho
Management Trust I, according to an investment advisory relationship by
which Rho Management Partners L.P. exercises voting and investment control
over the shares.
(Footnotes continued on next page)
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(Footnotes continued from previous page)
(3) Includes (a) options to purchase 110,000 shares of common stock that are
currently exercisable and (b) 104,166 shares of common stock beneficially
owned by the Carpenter Family 1998 Irrevocable Trust. Ms. Carpenter
disclaims beneficial ownership of the shares of common stock held by the
Carpenter Family 1998 Irrevocable Trust.
(4) Includes (a) options to purchase 28,752 shares of common stock that are
currently exercisable and (b) 104,166 shares of common stock beneficially
owned by the Evans/Wishman 1998 Irrevocable Trust. Ms. Evans disclaims
beneficial ownership of the shares of common stock held by the
Evans/Wishman 1998 Irrevocable Trust.
(5) Mr. Colner is Managing Director, Private Equity Investments at Moore
Management, Inc., the investment advisor to Moore Global Investments, Ltd.
and Remington Investment Strategies, L.P. Mr. Colner does not have voting
or investment power with respect to the shares of common stock owned by
Moore or Remington. Mr. Colner disclaims beneficial ownership of the shares
of common stock beneficially owned by Moore Global Investments, Ltd. and
Remington Investment Strategies, L.P.
(6) Mr. Hoag is a Managing Member of Technology Crossover Management II,
L.L.C., the General Partner of TCV II Strategic Partners, L.P., TCV II (Q),
L.P., TCV II V.O.F., Technology Crossover Ventures II, C.V. and Technology
Crossover Ventures II, L.P. Mr. Hoag may be deemed to have beneficial
ownership of 40,246 shares owned by TCV II Strategic Partners, L.P.,
226,786 shares owned by TCV II (Q) L.P., 9,582 shares owned by TCV II
V.O.F., 45,037 shares owned by Technology Crossover Ventures II, C.V. and
294,981 shares owned by Technology Crossover Ventures II, L.P. Mr. Hoag
disclaims beneficial ownership of the shares, except to the extent of his
pecuniary interest therein arising from his interest in Technology
Crossover Management II, L.L.C.
(7) Mr. Kairouz is Managing Director of Rho Management Company, Inc., an
affiliate of Rho Management Partners L.P. In such capacity, Mr. Kairouz may
be deemed to have beneficial ownership of the 1,662,842 shares owned by Rho
Management Trust I. Mr. Kairouz disclaims beneficial ownership of the
shares reported by Rho Management Trust I, other than 17,249 shares in
which Mr. Kairouz has a pecuniary interest.
(8) Consists of 2,511,983 shares of common stock beneficially owned by America
Online, Inc., including 350,908 shares of common stock issuable upon the
exercise of warrants. Mr. Leader shares voting power with America Online,
Inc. Mr. Leader disclaims beneficial ownership of the shares of common
stock beneficially owned by America Online, Inc.
(9) Includes options to purchase 16,667 shares of common stock that are
currently exercisable.
(10) Consists of options to purchase 11,111 shares of common stock that are
currently exercisable.
(11) Consists of options to purchase 5,556 shares of common stock that are
currently exercisable.
(12) Consists of 4,000 shares of common stock beneficially owned by
Mr. Yudkovitz and 2,161,634 shares of common stock beneficially owned by
the National Broadcasting Company, Inc., including 323,625 shares of common
stock issuable upon the exercise of a warrant. Mr. Yudkovitz is President
and Chief Executive Officer of NBC Multimedia, Inc., a division of NBC.
Mr. Yudkovitz does not have voting or investment power with respect to the
shares of common stock owned by NBC. Mr. Yudkovitz disclaims beneficial
ownership of the shares of common stock beneficially owned by NBC.
(13) Includes options to purchase 26,459 shares of common stock that are
currently exercisable.
(14) Includes options to purchase 46,876 shares of common stock that are
currently exercisable.
(15) Includes options to purchase 25,002 shares of common stock that are
currently exercisable.
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