As filed with the Securities and Exchange Commission on March 28, 2017

Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

STAMPS.COM INC.
(Exact name of registrant as specified in its charter)

Delaware
 
77-0454966
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

1990 E. Grand Avenue
El Segundo, CA 90245
(Address of Principal Executive Offices, including Zip Code)

Stamps.com Inc. 2010 Equity Incentive Plan, as amended
Stamps.com Inc. 2016 ShippingEasy Equity Inducement Plan
Management Incentive Plan
(Full title of the plan)

Seth Weisberg, Esq.
Chief Legal Officer and Secretary
Stamps.com Inc.
1990 E. Grand Avenue
El Segundo, CA 90245
(310) 482-5800
(Name and address, and telephone number, including area code, of agent for service)

copies to:
Ben D. Orlanski, Esq.
Katherine J. Blair, Esq.
Manatt, Phelps & Phillips, LLP
11355 West Olympic Boulevard
Los Angeles, CA 90064
(310) 312-4000
(310) 312-4224 Facsimile

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑
Accelerated filer ☐
   
Non-accelerated filer ☐
Smaller reporting company ☐
(Do not check if a smaller reporting company)
 
 
 
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered
 
Amount to be
Registered (1)
   
Proposed
Maximum
Offering Price
Per
Share
   
Proposed Maximum
Aggregate Offering
Price
   
Amount of
Registration
Fee
 
Common Stock, par value $0.001 per share, reserved for issuance pursuant to the 2014 Amendment and 2016 Amendment to the Stamps.com Inc. 2010 Equity Incentive Plan (A)
   
1,692,691
   
$
114.83
(2)
 
$
194,371,707.53
(2)
 
$
22,527.68
 
Common Stock, par value $0.001 per share, underlying outstanding options granted in connection with the 2014 Amendment and 2016 Amendment to the Stamps.com Inc. 2010 Equity Incentive Plan (A)
   
1,607,309
   
$
65.24
(3)
 
$
104,860,839.16
(3)
 
$
12,153.37
 
Common Stock, par value $0.001 per share, reserved for issuance pursuant to the Stamps.com Inc. 2016 ShippingEasy Equity Inducement Plan
   
60,650
   
$
86.89
(4)
 
$
5,269,878.50
(4)
 
$
610.78
 
Common Stock, par value $0.001 per share, reserved for issuance pursuant to the Management Incentive Plan
   
87,134
   
$
114.83
(2)
 
$
10,005,597.22
(2)
 
$
1,159.65
 
Total
                         
$
36,451.48
 

 
  (A)
Does not include 3,500,000 shares of common stock reserved for issuance pursuant to awards granted under the Stamps.com Inc. 2010 Equity Incentive Plan and registered on Form S-8 (File No. 333-168360) filed with the Securities and Exchange Commission on July 28, 2010 ( see “Explanatory Note,” infra. ).

(1)
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional shares of common stock of Stamps.com Inc. (the “Registrant”) that become issuable under the Stamps.com Inc. 2010 Equity Incentive Plan (the “2010 EIP”), the Stamps.com Inc.   2016 ShippingEasy Equity Inducement Plan (the “2016 SE EIP”), and the Management Incentive Plan (the “2016 SE MIP”) set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s common stock.

(2)
Estimated solely for purposes of calculating the registration fee under Rule 457(c) and (h) of the Securities Act, based on a price of $114.83, which represents the average of the high and low prices of the Registrant’s common stock as quoted on The Nasdaq Global Select Market on March 27, 2017.

(3)
Calculated pursuant to Rule 457(h) of the Securities Act, solely for the purpose of calculating the registration fee, based on a price of $65.24, which represents the weighted average exercise price per share of options granted under the 2014 Amendment and 2016 Amendment to the 2010 EIP.

(4)
Calculated pursuant to Rule 457(h) of the Securities Act, solely for the purpose of calculating the registration fee, based on a price of $86.89, which represents the exercise price of the options awarded under the 2016 SE EIP.
 
EXPLANATORY NOTE

Stamps.com Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering (a) an additional 3,300,000 shares of its common stock, par value $0.001 per share (the “Common Stock”), issuable under the 2010 EIP, of which 2,100,000 shares are reserved for issuance pursuant to the 2014 Amendment and 1,200,000 shares are reserved for issuance pursuant to the 2016 Amendment, and which shares of Common Stock are in addition to shares of Common Stock registered on the Registrant’s Form S-8 filed on July 28, 2010 (File No. 333-168360); (b) 60,650 shares of Common Stock issuable under the 2016 SE EIP; and (c) 87,134 shares of Common Stock issuable under the 2016 SE MIP.
 
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants of the 2010 EIP, the 2016 SE EIP, and the 2016 SE MIP, as applicable, as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.
Incorporation of Documents by Reference.

The Securities and Exchange Commission, or the SEC, allows us to “incorporate by reference” information into this Registration Statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this Registration Statement, except for any information superseded by information in this Registration Statement.

(a)   Our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on March 1, 2017; and

(b)   The description of our Common Stock contained in our Registration Statement on Form S-1 (Registration No. 333-77025), our Registration Statement on Form 8-A (Registration No. 000-26427) and our Registration Statement on Form S-1 (Registration No. 333-90115) and the information contained under Proposal 2 in our Proxy Statement (DEF 14A) filed on April 2, 2008, and any amendment or report filed for the purpose of updating any such description.

All reports (other than portions of Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein) filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, or the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 4.
Description of Securities.

Not applicable.

Item 5.
Interests of Named Experts and Counsel.

Not applicable.
 
Item 6.
Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) provides, in part, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed suit or proceeding because such person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation (and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful). Similar indemnity is permitted to be provided to such persons in connection with an action or suit by or in the right of the corporation, provided such person acted in good faith and in a manner believed to be in or not opposed to the best interests of the corporation, and provided further (unless a court of competent jurisdiction otherwise determines) that such person shall not have been adjudged liable to the corporation. Delaware law further provides that the indemnification provided thereunder shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation's bylaws, or by reason of any agreement, a vote of stockholders or disinterested directors or otherwise.

Article VIII of our amended and restated certificate of incorporation, as amended (the "Certificate"), provides, in part, that we shall indemnify (and advance expenses to) to the fullest extent authorized under the DGCL, each person who is or was a party or is threatened to be made a party to or is in any way involved in any threatened, pending or completed action, suit or proceeding by reason of the fact that he (or a person of whom he is the legal representative) is or was a director or officer of us or a subsidiary, or is or was serving at our request as a director or officer of another entity or enterprise, or was a director or officer of a corporation that was our predecessor (or of another entity or enterprise at the request of such predecessor), against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in the action, suit or proceeding. In addition, the Certificate provides that we are authorized to provide, to the fullest extent provided by applicable law, indemnification to our directors, officers, employees and agents, through bylaw provisions, agreements with such persons or otherwise in excess of indemnification and advancement permitted by Section 145 of the DGCL, subject to limits created by applicable Delaware (statutory or non-statutory) laws, with respect to action for breach of duty to us, our stockholders and others.

Article VII, Section 6 of our bylaws, as amended, also provides, in part, that we shall, to the fullest extent authorized by Delaware law, indemnify (and advance expenses to under certain circumstances) directors made, or threatened to be made, party to an action or proceeding by reason of being a director or a director of our predecessor, or at our request, a director or officer of another corporation if such proceeding was authorized by our board of directors, and that such indemnification is not exclusive to other indemnification rights those persons may have. In addition, our board of directors, in its discretion, shall have the power to indemnify any person other than a director made party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was an officer or employee of ours.

Section 102(b)(7) of the DGCL permits a corporation to eliminate, and our Certificate provides for the elimination of, the personal liability of its directors or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.

We have entered into indemnification agreements with our directors containing provisions that may require us, among other things, to indemnify them against liabilities that may arise by reason of their status or service as directors, officers, employees, agents or fiduciaries of the corporation other than liabilities arising from willful misconduct of a culpable nature, to advance their expense incurred as a result of any proceeding against them as to which they could be indemnified, and to obtain directors' and officers' liability insurance if maintained for other directors or officers. We also maintain directors' and officers' liability insurance.

Item 7.
Exemption from Registration Claimed.

Not Applicable.
 
Item 8.
Exhibits.
 
Exhibit
Number
 
Description
4.1
 
Amended and Restated Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to our Form 10-Q filed with the SEC on August 8, 2008 (File No. 000-26427)).
4.2
 
Bylaws of the Registrant (incorporated by reference to Exhibit 3.4 to Amendment No. 2 to our Form S-1, filed with the SEC on June 7, 1999 (File No. 333-77025)).
4.3
 
Resolution Amending Bylaws of the Registrant (incorporated by reference to Exhibit 3(ii).1 to our Form 8-K filed with the SEC on April 23, 2010 (File No. 000-26427)).
4.4
 
Amendment to Bylaws of the Registrant (incorporated by reference to Exhibit 3(ii).1 to our Form 8-K filed with the SEC on January 20, 2012 (File No. 000-26427)).
4.5
 
Specimen common stock certificate (incorporated herein by reference to Exhibit 4.2 to Amendment No. 4 to our Registration Statement on Form S-1, filed with the SEC on June 22, 1999 (File No. 333-77025)).
5.1
 
Opinion of Manatt, Phelps & Phillips, LLP
23.1
 
Consent of Ernst & Young LLP
23.2
 
Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1)
24.1
 
Power of Attorney (included on the signature page of this Registration Statement)
99.1
 
Stamps.com Inc. 2010 Equity Incentive Plan (incorporated by reference to Annex A of our Definitive Proxy Statement on Form  14A filed with the SEC on April 28, 2010) (File No. 000-26427)).
99.2
 
2014 Amendment to the Stamps.com Inc. 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.22 to our Form 10-K filed with the SEC on March 1, 2017 (File No. 000-26427)).
99.3
 
2016 Amendment to the Stamps.com Inc. 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.23 to our Form 10-K filed with the SEC on March 1, 2017 (File No. 000-26427)).
99.4
 
Form of Stock Option Agreement (incorporated by reference to Exhibit 4.4 to our Form S-8, filed with the SEC on July 28, 2010 (File No. 333-168360)).
99.5
 
Management Incentive Plan dated as of July 1, 2016, by and among ShippingEasy, Inc., Stamps.com Inc. and the Participant Representative (as defined therein), and acknowledged and agreed to by Katie May and Barry Cox (incorporated by reference to Exhibit 10.2 to our Form 10-Q filed with the SEC on August 9, 2016 (File No. 000-26427)).+
99.6
 
Stamps.com Inc. 2016 ShippingEasy Equity Inducement Plan
99.7
 
Form of Award Agreement to Stamps.com Inc. 2016 ShippingEasy Equity Inducement Plan

+
Confidential treatment requested and received as to certain portions.
 
ITEM 9.
Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)   To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no greater than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by final adjudication of such issue.
 
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California on March 27, 2017.

 
STAMPS.COM INC.
 
       
 
By:
/s/ Kenneth McBride
 
   
Kenneth McBride
 
   
Chief Executive Officer and Chairman of
the Board of Directors
 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth McBride and Kyle Huebner, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date
         
/s/ Kenneth McBride
 
Chairman and Chief Executive
Officer
(Principal Executive Officer)
 
March 27, 2017
Kenneth McBride
       
         
/s/ Kyle Huebner
 
Co-President and Chief Financial
Officer
(Principal Financial and Accounting
Officer)
 
March 27, 2017
Kyle Huebner
       
         
/s/ Mohan P. Ananda
 
Director
 
March 27, 2017
Mohan P. Ananda
       
         
/s/ G. Bradford Jones
 
Director
 
March 27, 2017
G. Bradford Jones
       
         
/s/ Lloyd I. Miller
 
Director
 
March 27, 2017
Lloyd I. Miller
       

/s/ David Habiger
 
Director
 
March 27, 2017
David Habiger
       

/s/ Theodore R. Samuels
 
Director
 
March 27, 2017
Theodore R. Samuels
       
 
Exhibit Index
Exhibit
Number
 
Description
4.1
 
Amended and Restated Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to our Form 10-Q filed with the SEC on August 8, 2008 (File No. 000-26427)).
4.2
 
Bylaws of the Registrant (incorporated by reference to Exhibit 3.4 to Amendment No. 2 to our Form S-1, filed with the SEC on June 7, 1999 (File No. 333-77025)).
4.3
 
Resolution Amending Bylaws of the Registrant (incorporated by reference to Exhibit 3(ii).1 to our Form 8-K filed with the SEC on April 23, 2010 (File No. 000-26427)).
4.4
 
Amendment to Bylaws of the Registrant (incorporated by reference to Exhibit 3(ii).1 to our Form 8-K filed with the SEC on January 20, 2012 (File No. 000-26427)).
4.5
 
Specimen common stock certificate (incorporated herein by reference to Exhibit 4.2 to Amendment No. 4 to our Registration Statement on Form S-1, filed with the SEC on June 22, 1999 (File No. 333-77025)).
 
Opinion of Manatt, Phelps & Phillips, LLP
 
Consent of Ernst & Young LLP
23.2
 
Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1)
24.1
 
Power of Attorney (included on the signature page of this Registration Statement)
99.1
 
Stamps.com Inc. 2010 Equity Incentive Plan (incorporated by reference to Annex A of our Definitive Proxy Statement on Form  14A filed with the SEC on April 28, 2010) (File No. 000-26427)).
99.2
 
2014 Amendment to the Stamps.com Inc. 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.22 to our Form 10-K filed with the SEC on March 1, 2017 (File No. 000-26427)).
99.3
 
2016 Amendment to the Stamps.com Inc. 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.23 to our Form 10-K filed with the SEC on March 1, 2017 (File No. 000-26427)).
99.4
 
Form of Stock Option Agreement (incorporated by reference to Exhibit 4.4 to our Form S-8, filed with the SEC on July 28, 2010 (File No. 333-168360)).
99.5
 
Management Incentive Plan dated as of July 1, 2016, by and among ShippingEasy, Inc., Stamps.com Inc. and the Participant Representative (as defined therein), and acknowledged and agreed to by Katie May and Barry Cox (incorporated by reference to Exhibit 10.2 to our Form 10-Q filed with the SEC on August 9, 2016 (File No. 000-26427)).+
 
Stamps.com Inc. 2016 ShippingEasy Equity Inducement Plan
 
Form of Award Agreement to Stamps.com Inc. 2016 ShippingEasy Equity Inducement Plan

+
Confidential treatment requested and received as to certain portions.
 
 
Exhibit 5.1

Manatt, Phelps & Phillips, LLP

March 27, 2017

Stamps.com Inc.
1990 E. Grand Avenue
El Segundo, CA 90245

 
Re:
Form S-8 Registration Statement

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “ Registration Statement ”) of Stamps.com Inc., a Delaware corporation (the “ Company ”), as filed with the Securities and Exchange Commission (the “ Commission ”) on the date hereof in connection with the registration under the Securities Act of 1933, as amended (the “ Securities Act ”), of:  (1) 3,300,000 shares of the Company’s common stock, par value $0.001 per share (“ Common Stock ”), issuable under the Stamps.com Inc. 2010 Equity Incentive Plan (the “ 2010 EIP ”), of which 2,100,000 shares are pursuant to the 2014 Amendment to the 2010 EIP and 1,200,000 shares are pursuant to the 2016 Amendment to the 2010 EIP (together, the “ 2010 EIP Shares ”), (2) 60,650 shares of Common Stock (the “ 2016 SE EIP Shares ”) issuable under the Stamps.com Inc.   2016 ShippingEasy Equity Inducement Plan (the “ 2016 SE EIP ”), and (3) 87,134 shares of Common Stock (the “ 2016 SE MIP Shares ” and, together with the 2010 EIP Shares and the 2016 SE EIP Shares, the “ Shares ”) issuable under the Management Incentive Plan (the “ 2016 SE MIP ”).

This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.

We have examined or considered originals or copies, certified or otherwise identified to our satisfaction, of the certificate of incorporation of the Company, as amended and as in effect on and as of the date hereof, the bylaws of the Company, as amended and as in effect on and as of the date hereof, records of relevant corporate proceedings with respect to the authorization and issuance of the Shares, and such other documents, instruments and corporate records as we have deemed necessary or appropriate for the expression of the opinions contained herein.  We also have obtained from the officers of the Company certificates as to certain factual matters necessary for the purpose of this opinion and, insofar as this opinion is based on such matters of fact, we have relied solely on such certificates without independent investigation.

11355 West Olympic Boulevard, Los Angeles, California  90064-1614   Telephone:  310.312.4000  Fax:  310.312.4224
Albany | Chicago | Los Angeles | New York | Orange County | Palo Alto | Sacramento | San Francisco | Washington, D.C.
 
Stamps.com Inc.
March 27, 2017
Page 2

In connection with our representation of the Company, and as a basis for the opinions expressed herein, we have assumed the legal capacity of all natural persons, the authenticity and completeness of all records, certificates and other instruments submitted to us as originals, the conformity to original documents of all records, certificates and other instruments submitted to us as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to us as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that we have examined. We have further assumed that the Company does not in the future issue or otherwise make unavailable so many shares of Common Stock that there are insufficient remaining authorized but unissued shares of Common Stock for issuance pursuant to the 2010 EIP, 2016 SE EIP or 2016 SE MIP or on exercise of options or other rights awarded under such plans. We have also assumed that all of the Shares issuable or eligible for issuance under each of the 2010 EIP, 2016 SE EIP and 2016 SE MIP following the date hereof will be issued for not less than par value. We have not independently verified any of those assumptions.

Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:

1.
The 2010 EIP Shares will be legally issued, fully paid and non-assessable when issued and paid for in the manner referred to in the 2010 EIP and pursuant to the agreements that accompany the 2010 EIP.

2.
The 2016 SE EIP Shares will be legally issued, fully paid and non-assessable when issued and paid for in the manner referred to in the 2016 SE EIP and pursuant to the agreements that accompany the 2016 SE EIP.

3.
The 2016 SE MIP Shares will be legally issued, fully paid and non-assessable when issued and paid for in the manner referred to in the 2016 SE MIP and pursuant to the agreements that accompany the 2016 SE MIP.

We express no opinion as to the applicability or effect of any laws, orders or judgments of any state or other jurisdiction other than the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws). This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Shares.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission adopted under the Securities Act.

 
Sincerely,
   
 
/s/ Manatt, Phelps & Phillips, LLP
   
 
Manatt, Phelps & Phillips, LLP
 
 
Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Stamps.com Inc. 2010 Equity Incentive Plan, as amended, the Stamps.com Inc. 2016 ShippingEasy Equity Inducement Plan, and the Management Incentive Plan, of our reports dated March 1, 2017 with respect to the consolidated financial statements of Stamps.com Inc. and the effectiveness of internal control over financial reporting of Stamps.com Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2016, filed with the Securities and Exchange Commission.

 
/s/ ERNST & YOUNG LLP
   
Los Angeles, California
 
March 22, 2017
 
 
 
Exhibit 99.6
 
STAMPS.COM INC.

2016 SHIPPINGEASY EQUITY INDUCEMENT PLAN

1.
PURPOSE .

The purpose of this Plan is to attract, motivate, and retain Employees of Stamps.com Inc. and its Subsidiaries by offering selected Employees the opportunity to acquire proprietary interests in the Company by purchasing or receiving shares of the Company's Stock or other similar rights; and to promote the success of the Company.  This Plan specifically is intended to induce employees of ShippingEasy Group, Inc. and its subsidiaries to continue in employment with the Company upon and following the Company’s acquisition of ShippingEasy Group, Inc. and ShippingEasy Group, Inc. becoming a Subsidiary.  This Plan provides for the grant of Options only.

2.
DEFINITIONS .

" Applicable Laws " means the requirements relating to the administration of stock plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, the rules and regulations of any stock exchange or quotation system on which the Stock is listed or quoted, and other similar laws.

" Award " means, individually or collectively, a grant under this Plan of Options.

" Award Agreement " means the written agreement setting forth the terms and provisions applicable to each Award granted under this Plan.  The Award Agreement is subject to the terms and conditions of this Plan and shall include, among other things, the following information, if applicable to the Award: (i) Exercise Price, (ii) number of shares of Stock, (iii) exercise schedule, (iv) vesting schedule, (v) restrictions, (vi) dates and conditions for lapse of restrictions, and (vii) expiration dates.

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

" Cause " means (A) if the Participant is a party to an employment or other similar service agreement with the Company (a " Service Agreement "), and "cause" is defined therein, such definition, or (B) if the Participant is not party to a Service Agreement or the Participant's Service Agreement does not define "cause", then Cause means any of the following:

(i)            the Participant's material breach of his fiduciary duty to the Company,

(ii)           the Participant's indictment (or equivalent) for a felony or other serious crime, or

(iii)          the Participant's commission of a wrongful act that would make the continuance of his employment by the Company detrimental to the Company.

" Change in Control " means the first to occur of any of the following events:

(i)            The date on which any one person or entity, or more than one person or entity acting as a group, becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the capital stock of the Company entitled to vote in the election of Directors, other than a group of two or more persons or entities not (A) acting in concert for the purpose of acquiring, holding or disposing of such stock or (B) otherwise required to file any form or report with any governmental agency or regulatory authority having jurisdiction over the Company that requires the reporting of any change in control.  The acquisition of additional Stock by any person or entity who immediately prior to such acquisition already is the beneficial owner of more than fifty percent (50%) of the Stock of the Company entitled to vote in the election of Directors is not a Change in Control.
 
(ii)           During any period of not more than twenty four (24) consecutive months during which the Company continues in existence, not including any period prior to the effective date of this Plan, individuals who, at the beginning of such period, constitute the Board, and any new Director (other than a Director designated by a person or entity who has entered into an agreement with the Company to effect a transaction described in clause (i) or (iii) of this definition of "Change in Control") whose appointment to the Board or nomination for election to the Board was approved by a vote of a majority of the Directors then still in office, either were Directors at the beginning of such period or whose appointment or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board.

(iii)          The date on which any one person or entity, or more than one person or entity acting as a group, acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person(s) or entity(ies)) assets from the Company that have a total gross fair market value greater than 50% of the total gross fair market value of all of the Company's assets immediately before the acquisition or acquisitions; provided, however, transfer of assets that otherwise would satisfy the requirements of this subsection (iii) will not be treated as a Change in Control if the assets are transferred to:

(A)            a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;

(B)            an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;

(C)            a person or entity, or more than one person or entity acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or

(D)            an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly by a person or entity, or more than one person or entity acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company.

If the Change in Control constitutes a payment event with respect to any Award that provides for the deferral of compensation and is subject to Section 409A of the Code, then to the extent required (i) the event constituting a Change in Control is intended to constitute a "change in ownership or effective control" or a "change in the ownership of a substantial portion of the assets" of the Company as such terms are defined for purposes of Section 409A of the Code and (ii) "Change in Control" as used herein shall be interpreted consistently therewith.

" Code " means the Internal Revenue Code of 1986, as amended.

" Committee " means a committee or subcommittee of the Board, described in Section 4.1 , or in the absence of such a committee, the Board.

" Company " means Stamps.com Inc., a Delaware corporation.
 
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" Director " means a member of the Board.

" Disability " means a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months and that:

(i)            renders the Participant unable to engage in any substantial gainful activity; or

(ii)           results in the Participant receiving income replacement benefits for a period of not less than three (3) months under any policy of long-term disability insurance maintained by the Company for the benefit of its employees.

Disability shall be interpreted in a manner consistent with Section 409A of the Code and shall be determined by the Committee in its sole discretion, after consideration of such evidence as it may require, including a report or reports of such physician or physicians as the Committee may designate.

" Domestic Relations Order " means a "domestic relations order" as defined in Section 414(p)(1)(B) of the Code.

" Employee " means any individual employed by the Company or by a Subsidiary and reflected as an employee on a payroll of the Company or of a Subsidiary.

" Exchange Act " means the Securities Exchange Act of 1934, as amended.

" Exercise Price " means the amount specified per share of Stock, at which Stock may be purchased on exercise of an Option, specified by the Committee in the applicable Award Agreement.

" Fair Market Value " of the Stock on any given date under this Plan shall be determined as follows:

(i)            If the Stock is at the time readily tradable on an established securities market, then the fair market value shall be the closing selling price per share of the Stock on the date of determination on the securities market determined by the Committee to be the primary market for the Stock, as such price is officially quoted in the composite tape transactions on such market.  If there is no reported sale of the Stock on such market on the date of determination, then the fair market value shall be the closing price on such market on the last preceding date for which such quotation exists; or

(ii)           If the Stock is at the time not readily tradable on an established securities market, then the fair market value shall be determined by the Committee by the reasonable application of a reasonable valuation method, taking into account such considerations as may be applicable for purposes of or specified in Section 409A of the Code and Treasury Regulations thereunder.

" Grant Date " means, with respect to an Award, the date of the Committee action granting the Award or such later date as is specified in the Award Agreement.

" Option " means an option granted under this Plan and entitling the holder to purchase shares of Stock.

" Optionee " means an individual or entity that holds an Option.

" Participant " means the holder of an outstanding Award.

" Plan " means this Stamps.com Inc. 2016 Equity Inducement Plan, as it may be amended from time to time.
 
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" Stock " means the common stock of the Company.

" Subsidiary " means any corporation in which the Company and/or one or more other Subsidiaries own fifty percent (50%) or more of the total combined voting power of all classes of outstanding stock of such corporation.  A corporation that attains the status of a Subsidiary on a date after the adoption of this Plan shall be considered a Subsidiary commencing as of the date such status is attained.

" Termination of Service " means a cessation of the employee-employer relationship between the Employee and the Company or a Subsidiary for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability, or the disaffiliation of a Subsidiary from the Company.  A transfer in employment relationship from the Company to a Subsidiary or from a Subsidiary to the Company, or from one Subsidiary to another shall not be considered a Termination of Service.  With respect to any Award that may provide for nonqualified deferred compensation subject to Section 409A of the Code, whether Termination of Service has occurred shall be determined based on whether the facts and circumstances indicate that the Company and the Employee reasonably anticipate that no further services will be performed after a certain date or that the level of bona fide services the Employee would perform after such date would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed over the immediately preceding 36 months (or the full period of service if less than thirty six (36) months), and such determination shall be made in accordance with Section 409A of the Code and the Treasury Regulations thereunder.

3.
STOCK SUBJECT TO PLAN; LIMITATIONS.

3.1.            Maximum Plan Shares .  The maximum aggregate number of shares of Stock reserved and available for the grant of Awards under this Plan is Sixty Two Thousand (62,000) shares.  For purposes of this limitation, the shares of Stock underlying any Awards that expire unexercised or that are forfeited, canceled, reacquired by the Company at cost, satisfied without the issuance of Stock or payment of cash, or otherwise terminated (other than by exercise) shall not be added back to the shares of Stock available for grant under this Plan.  Shares of Stock (i) tendered by a Participant to pay the exercise price of an Award, (ii) withheld by the Company for taxes or (iii) repurchased by the Company with any cash proceeds from option exercises shall not be added back to the shares of Stock available for grant under this Plan.  The shares of Stock available for issuance under this Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.

4.
ADMINISTRATION .

4.1.            Establishment of Committee .  The Board shall have the authority to administer this Plan, but may delegate its administrative powers under this Plan, in whole or in part, to a committee of the Board or to a subcommittee of any such committee of the Board.

4.2.            Committee Procedures .  The Board (or in absence of action by the Board, the Committee)   shall designate one of the members of each Committee as chairman.  Any such Committee may hold meetings at such times and places as its chairman or a majority of the members of the Committee shall determine.  The acts of a majority of the Committee members present at meetings at which a quorum exists, or acts reduced to or approved in writing by all Committee members, shall be valid acts of the Committee.

4.3.            Rule 16b-3 Committee .  Any Awards to Participants who are subject to Section 16 of the Exchange Act shall be granted and, as it relates to such Awards, this Plan shall be administered by a Committee of two or more members of the Board who qualify as "Non-Employee Directors" as defined in Rule 16b-3 under the Exchange Act, and such Awards shall be structured to satisfy the requirements for exemption under Rule 16b-3 under the Exchange Act.
 
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4.4.            Committee Responsibilities .  Subject to the provisions of this Plan, the Committee shall have full authority and discretion to take the following actions:

(i)
To interpret this Plan and to apply its provisions;

(ii)
To adopt, amend, or rescind rules, procedures, agreements and forms relating to this Plan;

(iii)
To authorize any person to execute, on behalf of the Company, any instrument (including, but not limited to any Award Agreement) required to carry out the purposes of this Plan;

(iv)
To determine when Awards are to be granted under this Plan;

(v)
To select the Participants;

(vi)
To determine the number of shares of Stock to be made subject to each Award;

(vii)
To prescribe the terms and conditions (including vesting and acceleration) of each Option  on the Grant Date, including (without limitation) the Exercise Price, and to specify the provisions of the Award Agreement relating to such Option;

(viii)
To amend any outstanding Award Agreement (including vesting and acceleration), subject to applicable legal restrictions, the provisions of this Plan and the terms and conditions of such Award Agreement;

(ix)
To prescribe the consideration for the grant of each Award under this Plan and to determine the sufficiency of such consideration; and

(x)
To take any other actions deemed necessary or advisable for the administration of this Plan.

4.5.            Indemnification .  Each person who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company, to the fullest extent permitted by law, against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under this Plan or any Award Agreement, and (ii) from any and all amounts paid by him or her in settlement thereof, with the Company's approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf.  The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company's Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.
 
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5.
ELIGIBILITY .

5.1.            General Rules .  Employees shall be eligible for the grant of Awards as designated by the Committee.

6.
MODIFICATIONS AND RESTRICTIONS .

6.1.            Amendment, Modification, Extension and Renewal of Awards .  Within the limitations of this Plan, and subject to Section 6.2 , the Committee may amend, modify, extend or renew outstanding Awards or may cancel or accept the cancellation of outstanding Awards in return for the grant of new Awards at the same or a different price.  The foregoing notwithstanding, no amendment or modification of an Award shall, without the consent of the Participant, impair the Participant's rights or increase his or her obligations under such Award.  A change in the tax consequences of an Award shall not be considered an impairment of rights or an increase in obligations under the Award.

6.2.            Restriction on Repricing of Options .  Subject to Section 10.1 , no outstanding Option shall be amended to reduce its Exercise Price or cancelled and replaced with a new Award (of the same type or of any different type) having a lower Exercise Price (or other purchase price) for any reason, without the prior approval of the Company's stockholders entitled to vote at a meeting of stockholders.

6.3.            No Reload Options .  No Option shall provide for the automatic grant of replacement or reload Options upon the Optionee exercising the Option and paying the Exercise Price by tendering shares of Stock, net exercise or otherwise.

7.
OPTIONS .

7.1.            Nature of Options .  An Option is an Award entitling the Participant to purchase shares of Stock at the Exercise Price set on the Grant Date.  Options may be based, at the discretion of the Committee, on continuing employment with the Company and its Subsidiaries and/or achievement of pre-established performance goals.  Options granted under the Plan will not qualify as “incentive stock options” for purposes of Section 422 of the Code.

7.2.            Exercise Price .  The Exercise Price of an Option shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the Grant Date.

7.3.            Exercisability .  The exercise schedule of each Option shall be determined by the Committee in its sole discretion and shall be set forth in the Award Agreement; provided however, that in the event of the Optionee's Termination of Service, the Option shall be exercisable only to the extent the Option was exercisable on the date of such Termination of Service, unless otherwise specified in the Award Agreement.

7.4.            Term .  The term of each Option shall not exceed ten (10) years from the Grant Date.  Subject to the preceding sentence, the Committee in its sole discretion shall determine and specify in the Award Agreement the date on which an Option is to expire.  In the event of an Optionee's Termination of Service:

(i)
As a result of such Optionee's death or Disability, the Option shall expire twelve (12) months (or such other period specified in the Award Agreement) after such death or Disability, but not later than the original expiration date specified in the Award Agreement.
 
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(ii)
By the Company for Cause, the Option shall expire immediately after the Company's notice or advice of such Termination of Service is dispatched to the Optionee, but not later than the original expiration date specified in the Award Agreement.

(iii)
For any reason other than the Optionee's death or Disability or by the Company for Cause (except in connection with the events specified in Section 11 , which will be governed by that section), the Option shall expire ninety (90) calendar days (or such other period specified in the Award Agreement) after such Termination of Service, but not later than the original expiration date specified in the Award Agreement.

7.5.            No Rights as a Stockholder .  An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder with respect to any shares of Stock covered by his or her Option until the issuance of a stock certificate for such shares of Stock.

8.
NON-TRANSFERABILITY OF AWARDS .

All Awards under this Plan shall be nontransferable and shall not be assignable, alienable, saleable, or otherwise transferable by the Participant other than by will or the laws of descent and distribution or pursuant to a Domestic Relations Order.   During the lifetime of a Participant, Options granted to him or her under this Plan shall be exercisable only by him or her except as otherwise determined by the Committee and specified in the Award Agreement.  Notwithstanding the forgoing, the Committee may provide in an Award Agreement that a Participant may transfer, without consideration for the transfer, such Award to the Participant's immediate family members, to trusts for the benefit of the Participant and such immediate family members, to partnerships in which the Participant and such immediate family members are the only partners, or to charitable organizations, provided that transferee agrees in writing to be bound by all of the terms and conditions of this Plan and the applicable Award Agreement.

9.
PAYMENT FOR SHARES OF STOCK .

9.1.            General Rule .  The entire consideration for shares of Stock issued under this Plan shall be payable in lawful money of the United States of America at the time when such shares of Stock are purchased.  Payment of the Exercise Price of an Option shall be made pursuant to the express provisions of the applicable Award Agreement.  However, the Committee (in its sole discretion) may specify in the Award Agreement that payment may (either with or without Committee approval) be made pursuant to Sections 9.2, 9.3 or 9.4 , or any combination thereof.

9.2.            Surrender of Stock .  To the extent that this Section 9.2 is applicable, payment may be made all or in part with shares of Stock that are owned by the Optionee or his or her representative and that are surrendered to the Company in good form for transfer.  Such shares of Stock shall be valued at their Fair Market Value on the date when the new shares of Stock are purchased under this Plan.

9.3.            Exercise/Sale ("Cashless Exercise") .  To the extent that this Section 9.3 is applicable, payment may be made by the delivery of an irrevocable direction to a securities broker, acceptable to the Company, to sell shares of Stock and to deliver all or part of the sales proceeds to the Company in payment of all or part of the Exercise Price of the Option.

9.4.            Net Share Exercise .  To the extent that this Section 9.4 is applicable, payment may be made by holding back from the shares of Stock to be issued upon exercise of an Option that number of shares of Stock having a Fair Market Value equal to the minimum amount required to satisfy the Exercise Price (the Fair Market Value of the shares of Stock to be held back shall be determined on the date that the Option is exercised by the Optionee).
 
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10.
ADJUSTMENT OF STOCK .

10.1.          General .  In the event of: a subdivision of the outstanding Stock; a declaration of a dividend payable in shares of Stock; a declaration of a dividend payable in a form other than shares of Stock in an amount that has a material effect on the value of shares of Stock (a " Material Dividend" ); a combination or consolidation of the outstanding Stock (by reclassification or otherwise) into a lesser number of shares of Stock; a recapitalization; a spinoff; a merger, consolidation, or other reorganization involving the Company that would not constitute a Change in Control; or any similar occurrence, then the Committee shall make appropriate adjustments (which adjustments shall be final, binding and conclusive on all parties) in one or more of:

(i)
The maximum number of shares of Stock available under Section 3.1 for future grants of Awards and of specified types of Awards;

(ii)
The number and kind of shares of Stock (or other securities) covered by each outstanding Award;

(iii)
The Exercise Price under each outstanding Option, but without changing the aggregate Exercise Price (i.e., the Exercise Price multiplied by the number of shares of Stock subject to the Option) as to which such Option remain exercisable; and

(iv)
In the event of a Material Dividend, (A) the Exercise Price, including the aggregate Exercise Price (i.e., the Exercise Price multiplied by the number of shares of Stock subject to the Option), under each outstanding Option necessary to compensate for the loss of intrinsic value of such Award as a result of the Material Dividend and (B) other adjustments or actions appropriate to compensate for the loss of intrinsic value of such Award as a result of the Material Dividend; provided that any such adjustments or other actions described in subsections (A) or (B) shall be made in compliance with the Code (including Section 409A thereof) and the Treasury Regulations thereunder and any other applicable tax laws or regulations.

10.2.          Reservation of Rights .  Except as provided in this Section 10 , a Participant shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend or any other increase or decrease in the number of shares of stock of any class.  Any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of shares of Stock subject to an Option.  The grant of an Option pursuant to this Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

11.
LIQUIDATION; CHANGE IN CONTROL AND OTHER TRANSACTIONS .

11.1.          Dissolution or Liquidation .  In the event of the proposed dissolution or liquidation of the Company, the Committee shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction.  The Committee in its discretion may provide for a Participant to have the right to exercise his or her Award until ten (10) days prior to such transaction as to all of the Stock covered thereby, including Stock as to which the Award would not otherwise be exercisable.  In addition, the Committee may provide that any Company repurchase option or forfeiture rights applicable to any Award shall lapse as to all such Stock covered thereby, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated.  To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.
 
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11.2.          Change in Control and Other Corporate Transactions .   In the event of a Change in Control, a merger or consolidation of the Company with or into another corporation, the sale of substantially all of the assets of the Company or other reorganization of the Company (each, a " Covered Transaction "), if the successor corporation, or a parent of the successor corporation, does not assume each outstanding Award or substitute the Award with an equivalent option or right (or if the Company is the surviving entity in the Covered Transaction, the Covered Transaction does not result in a continuation of the Award by the Company), any of the foregoing of which may be done on an Award-by-Award basis, then a Participant shall fully vest in and have the right to exercise the Award as to all of the Stock as to which it would not otherwise be vested or exercisable, and all restrictions and conditions outstanding on the Award shall be met.   If an Award becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Covered Transaction (or in lieu of continuation of the outstanding Award by the Company if the Company is the surviving entity in the Covered Transaction), then the Committee shall notify the Participant in writing or electronically that the Award shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Award shall terminate upon the expiration of such period. For purposes of this Section 11.2 , the Award shall be considered assumed if, following the Covered Transaction, the option or right confers the right to purchase or receive, for each share of Stock subject to the Award immediately prior to the Covered Transaction, the consideration (whether stock, cash, or other securities or property) received in the Covered Transaction for each share of Stock held on the effective date of the Covered Transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Stock); provided, however, that if such consideration received in the Covered Transaction is not solely common stock of the successor corporation or its parent, then the Committee may, with the consent of the successor corporation or its parent, provide for the consideration to be received upon the exercise of the Award, for each share of Stock subject to the Award, to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Stock in the Covered Transaction.

11.3.          Involuntary Termination upon Change in Control .  For purposes of clarification, the Committee shall have the full power and authority to provide in an Award Agreement that the Award shall become fully vested and exercisable in any Covered Transaction, including in the event of a Participant's Termination of Service without Cause or for Good Reason within a designated period (not to exceed eighteen (18) months) following the effective date of any Covered Transaction in which the Award does not otherwise accelerate.  For purposes hereof, " Good Reason " shall mean a voluntary resignation by the Participant after any of the following effected without the Participant's consent: (A) a change in his or her position with the Company that materially reduces his or her duties and responsibilities or the level of management to which her or she reports, (B) a reduction in his her level of compensation (including base salary, fringe benefits and target bonus under any corporate performance based bonus or incentive programs) by more than fifteen percent (15%) or (C) a relocation of his or her place of employment by more than fifty (50) miles.

12.
WITHHOLDING TAXES .

12.1.          Payment by Participant; Deduction by Company .  As a condition to the exercise of any Option, and no later than the date as of which the value of any other Award or of any Stock or other amounts received thereunder first becomes includable in the gross income of the Participant for Federal, state, or local income tax purposes, the Participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld with respect to such income.  The Company and its Subsidiaries shall have the right, to the extent permitted by law, to deduct any such taxes from any payment of any kind otherwise due to the Participant, including any payment or release of cash or shares of Stock under the applicable Award or any other Award.
 
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12.2.          Payment in Stock .  With the permission of the Committee, or as specified in the Award Agreement, a Participant may elect to have such tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due, or (ii) transferring to the Company shares of Stock owned by the Participant with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due.

13.
SECURITIES LAWS .

Shares of Stock shall not be issued under this Plan unless the issuance and delivery of such shares of Stock complies with (or is exempt from) all requirements of Applicable Laws, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange on which the Company's securities may then be listed.

14.
NO EMPLOYMENT RIGHTS .

Neither this Plan nor any Award shall give any person any right to be or remain an Employee of the Company or of any Subsidiary.  The Company and its Subsidiaries reserve the right to terminate the service of any Employee at any time, with or without Cause, subject to applicable laws and written agreements (if any).

15.
DURATION,  AMENDMENTS, AND TERMINATION .

15.1.          Term of this Plan .  This Plan shall terminate automatically on December 31, 2016.  No Award of any type may be granted under this Plan after such date.  This Plan may be terminated on any earlier date pursuant to Section 15.2 .

15.2.          Right to Amend or Terminate this Plan .  The Board may amend, suspend, or terminate this Plan at any time and for any reason.  An amendment of this Plan shall be subject to the approval of the Company's stockholders only to the extent provided herein or required by Applicable Laws.

15.3.          Effect of Plan Amendment or Termination .  No amendment, suspension, or termination of this Plan (including at the end of the term specified in Section 15.1 ) shall impair the rights of any Participant with respect to any Award then outstanding, which shall continue in effect in accordance with the terms of the Award Agreement (as it may be amended from time to time) and of this Plan on the Grant Date until its expiration or earlier termination as specified in the Award Agreement.  The termination of this Plan shall not affect the Committee's rights or obligations with respect to the continued exercise of its powers under this Plan regarding Awards that are outstanding at the time of termination.

16.
MISCELLANEOUS .

16.1.          Investment Representations .  As a condition to the receipt of an Award or to the purchase or other receipt of shares of Stock pursuant to an Award, the Company may require the person receiving such Award or shares to represent and warrant that the Award or the shares of Stock being purchased or otherwise received are only for investment and without any present intention to sell or distribute such Award or shares of Stock if, in the opinion of counsel for the Company, such a representation is required.
 
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16.2.          Nonexclusivity of this Plan .  Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock options and bonuses otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

16.3.          Successors .  All obligations of the Company under this Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company.

16.4.          Accounting Terms .  Except as otherwise expressly provided or the context otherwise requires, financial and accounting terms are used as defined for purposes of, and shall be determined in accordance with, generally accepted accounting principles, as from time to time in effect, as applied and included in the consolidated financial statements of the Company prepared in the ordinary course of business.

16.5.          Stock Certificates .  Notwithstanding anything in this Plan to the contrary, to the extent this Plan provides for the issuance of stock certificates to reflect the ownership of shares of Stock, the issuance may be effected on a non-certificated basis, to the extent not prohibited by Applicable Laws.

16.6.          Gender and Number .  Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

16.7.          Severability .  In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

16.8.          Governing Law .  This Plan, the Award Agreements, and all actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to such state's or any other jurisdiction's conflicts of law principles.
 
 
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Exhibit 99.7
 
STAMPS.COM INC.
2016 EQUITY INDUCEMENT PLAN
STOCK OPTION AGREEMENT
 
<first_name> <last_name> ("you")

You have been granted an option (this "Option") to purchase Common Stock of Stamps.com Inc., a Delaware corporation (the "Company"), under the Stamps.com Inc. 2016 Equity Inducement Plan (as amended or supplemented, the "Plan"), as follows:

Award ID:
<award_id>
   
Date of Grant:
<award_date>
   
Vesting Commencement Date:
<vest_start_date>
   
Exercise Price Per Share:
<award_price>
   
Total Number of Shares Granted:
<shares_awarded>
   
Type of Option:
Nonstatutory/inducement grant
   
Definitions:
Any capitalized terms used but not otherwise defined herein shall have the definitions set forth in the Plan.
   
Vesting Schedule:
Except as set forth below, and subject to the Committee's discretion to accelerate the vesting schedule hereunder, this Option shall vest and become exercisable, in whole or in part, in accordance with the following schedule:
 
<vesting_schedule>
   
Term/Expiration Date:
This Option shall expire no later than (10) years after the Date of Grant.  In the event of your Termination of Service: (a) as a result of your death or Disability, this Option shall expire twelve (12) months after such death or Disability; (b) by the Company for Cause, this Option shall expire immediately after the Company's notice or advice of such Termination of Service is dispatched to you; or (c) for any reason other than as a result of your death or Disability or by the Company for Cause,  this Option shall expire ninety (90) calendar days after such Termination of Service.  Upon your Termination of Service, this Option shall be exercisable until the expiration thereof and to the extent it was vested and exercisable on the date of such Termination of Service (including as a result of any acceleration of vesting).
 
Change in Control:
In the event your Termination of Service is made by the Company without Cause or by you for Good Reason within eighteen (18) months following the effective date of any Covered Transaction (the "Transaction Date") in connection with which this Option did not become fully vested and exercisable, this Option will become fully vested and exercisable as of the date of your Termination of Service; provided that if the Transaction Date occurs on or before the one (1) year anniversary of the commencement of your employment with the Company, then instead of this Option becoming fully vested and exercisable on such date, the vesting of this Option will accelerate twenty four (24) months measured from the date of your Termination of Service.
   
Method of Exercise:
This Option shall be exercised through the Company's stock option administrator in accordance with the Plan and pursuant to the policies established by the Committee from time to time.
   
Transferability:
This Option shall be nontransferable and shall not be assignable, alienable, saleable or otherwise transferable by you other than by will or the laws of descent or distribution or pursuant to a Domestic Relations Order, and shall be exercisable only by you during your lifetime.
   
Rights as Stockholder:
You shall have the rights of a stockholder with respect to the shares of Common Stock subject to this Option only as to those shares acquired upon exercise of this Option, and not as to any shares covered by any unexercised portion of this Option.
   
No Obligation to Continue Service:
The Company is not obligated by or as a result of the Plan or this Agreement to continue your service with the Company, and neither the Plan nor this Agreement shall interfere in any way with the right of the Company to terminate your service with the Company at any time.
 
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Compliance with Securities Laws:
You agree for yourself, your legal representatives and estate, or other persons who acquire the right to exercise this Option, that shares of Common Stock will be purchased in the exercise of this Option for investment purposes only and not with a view to their distribution (as that term is used in the Securities Act of 1933, as amended) unless in the opinion of counsel to the Company such distribution is in compliance with or exempt from the registration and other requirements of that Act, and that such exercise will otherwise be made in compliance with such Act and with any applicable "blue sky" or applicable foreign laws.
   
Tax Withholding:
No later than the date as of which the value of any Common Stock or any other amounts received under this Option first become includable in your gross income for Federal, state or local income tax purposes, you shall pay the Company, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld with respect to such income.  Such payment may be made in cash or stock, subject to approval by the Committee.  The Company shall have the right, to the extent permitted by law, to deduct any such taxes from payment of any kind otherwise due to you.
   
Insider Trading Policy:
You must at all times comply with the Company's Insider Trading Policy and all policy-related restrictions, including in connection with the exercise of your Option.  If you have any questions concerning the Insider Trading Policy, please contact the Company's Legal Department.
   
Governing Law:
This Agreement and this Option, and all actions taken hereunder, shall be governed by, and construed in accordance with, the laws of the state of Delaware, without regard to such state's or any other jurisdiction's conflicts of law principles.
 
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By your acceptance of this Stock Option Agreement, you and the Company agree that this Option is granted under and governed by the terms and conditions set forth herein and in the Plan, which is made a part of this Agreement. In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control.
 
 
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