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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

INSWEB CORPORATION

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
         
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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

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GRAPHIC

February 15, 2008

Dear Stockholder:

        A special meeting of stockholders will be held on Friday, February 29, 2008, at 1:00 p.m. local time, at the corporate headquarters of InsWeb Corporation, located at 11290 Pyrites Way, Suite 200, Gold River, California 95670. You are cordially invited to attend.

        The Notice of Special Meeting of Stockholders and a Proxy Statement, which describe the formal business to be conducted at the meeting, follow this letter.

        After reading the Proxy Statement, please promptly mark, sign and return the enclosed proxy card in the postage-paid envelope to assure that your shares will be represented. Your shares cannot be voted unless you date, sign, and return the enclosed proxy card or attend the special meeting in person. Regardless of the number of shares you own, your careful consideration of, and vote on, the matters before our stockholders are important.

        A copy of InsWeb's Annual Report to Stockholders is available for your review on the InsWeb website at http://investor.insweb.com/sec.cfm. The Board of Directors and management look forward to seeing you at the special meeting.

    Very truly yours,

 

 

GRAPHIC
    Hussein A. Enan
Chairman of the Board and
Chief Executive Officer

GRAPHIC

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD FEBRUARY 29, 2008

TO THE STOCKHOLDERS:

        Please take notice that a special meeting of the stockholders of InsWeb Corporation, a Delaware corporation ("InsWeb"), will be held on Friday, February 29, 2008, at 1:00 p.m. local time, at the corporate headquarters of InsWeb, located at 11290 Pyrites Way, Suite 200, Gold River, California 95670, for the following purposes:

        Stockholders of record at the close of business on February 8, 2008 are entitled to notice of, and to vote at, this meeting and any adjournment or postponement. For ten days prior to the meeting, a complete list of stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose relating to the meeting, during ordinary business hours at InsWeb's principal offices located at 11290 Pyrites Way, Suite 200, Gold River, California 95670.

    By order of the Board of Directors,

 

 

GRAPHIC
    L. Eric Loewe
Senior Vice President, Secretary and
General Counsel

Gold River, California
February 15, 2008



PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS

        The accompanying proxy is solicited by the Board of Directors of InsWeb Corporation, a Delaware corporation ("InsWeb" or the "Company"), for use at the special meeting of stockholders to be held on February 29, 2008, or any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Special Meeting of Stockholders. The date of this Proxy Statement is February 15, 2008, the approximate date on which this Proxy Statement and the accompanying form of proxy were first sent or given to stockholders.


SOLICITATION AND VOTING OF PROXIES

        The cost of soliciting proxies will be borne by InsWeb. In addition to soliciting stockholders by mail, InsWeb will request banks and brokers, and other custodians, nominees and fiduciaries, to solicit their customers who have stock of InsWeb registered in the names of such persons and will reimburse them for their reasonable, out-of-pocket costs. InsWeb may use the services of its officers, directors and others to solicit proxies, personally or by telephone, without additional compensation. In addition, InsWeb has retained American Stock Transfer & Trust Co., a registrar and transfer agent firm, for assistance in connection with the special meeting at no additional cost except for reasonable out-of-pocket expenses.

        On February 8, 2008, there were 4,642,259 shares of InsWeb's Common Stock outstanding, all of which are entitled to vote with respect to all matters to be acted upon at the special meeting. Each stockholder of record as of that date is entitled to one vote for each share of Common Stock held by him or her. InsWeb's bylaws provide that a majority of all of the shares of the stock entitled to vote, whether present in person or represented by proxy, shall constitute a quorum for the transaction of business at the meeting. Votes for and against, abstentions and "broker non-votes" will each be counted as present for purposes of determining the presence of a quorum.

        All valid proxies received before the meeting will be exercised. All shares represented by a proxy will be voted, and where a stockholder specifies by means of his or her proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with that specification. If no choice is indicated on the proxy, the shares will be voted in favor of the proposal. A stockholder giving a proxy has the power to revoke his or her proxy at any time before the time it is exercised by delivering to the Secretary of InsWeb a written instrument revoking the proxy or a duly executed proxy with a later date, or by attending the meeting and voting in person.

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INFORMATION ABOUT INSWEB

Stock Ownership of Certain Beneficial Owners and Management

        The following table sets forth, as of February 8, 2008, certain information with respect to the beneficial ownership of InsWeb's Common Stock by (i) each stockholder known by InsWeb to be the beneficial owner of more than 5% of InsWeb's Common Stock, (ii) each director of InsWeb, (iii) each of the the executive officers of InsWeb named in the Summary Compensation Table, and (iv) all current directors and executive officers of InsWeb as a group.

Name of Beneficial Owner(1)

  Number of Shares Beneficially Owned
  Percent of Common Stock Outstanding(2)
 
5% Stockholders          
Hassan Elsawaf(3)   571,548   12.3 %
Lloyd I. Miller III(4)   516,104   11.1 %
Directors and Executive Officers          
Hussein A. Enan(5)   1,705,943   28.1 %
James M. Corroon(6)   74,606   1.2 %
Dennis H. Chookaszian(7)   115,283   1.9 %
Thomas W. Orr(8)   79,033   1.3 %
Robert A. Puccinelli(9)   98,457   1.6 %
Jaimie Pickles(10)   241,814   4.0 %
William D. Griffin(11)          
L. Eric Loewe(12)   176,620   2.9 %
Todd R. Ewing(13)          
Kiran Rasaretnam(14)   143,447   2.4 %
Steven J. Yasuda(15)   70,569   1.2 %
Current directors and executive officers as a group (11 persons)(16)   2,705,772   44.5 %

*
Less than 1%.

(1)
The persons named in the table above have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table.

(2)
Calculated on the basis of shares of Common Stock outstanding as of February 8, 2008. Shares of common stock subject to options presently exercisable or exercisable within 60 days of February 8, 2008, are deemed to be outstanding for the purpose of computing the percentage ownership of the person holding the options, but are not treated as outstanding for the purpose of computing the percentage ownership for any other person or entity.

(3)
The address for Mr. Elsawaf is c/o InsWeb Corporation, 11290 Pyrites Way, Suite 200, Gold River, California 95670.

(4)
Based on information contained in a Schedule 13G filed by the stockholder with the Securities and Exchange Commission on March 27, 2007, the address for Mr. Miller is 4500 Gordon Drive, Naples, Florida 34102.

(5)
Includes 41,250 shares held by Mr. Enan's spouse. Also includes 452,864 shares subject to options exercisable within 60 days following February 8, 2008. The address for Mr. Enan is c/o InsWeb Corporation, 11290 Pyrites Way, Suite 200, Gold River, California 95670.

(6)
Includes 74,606 shares subject to options exercisable within 60 days following February 8, 2008.

(7)
Includes 416 shares held by Mr. Chookaszian's spouse, which he disclaims beneficial ownership of. Also, includes 102,367 shares subject to options exercisable within 60 days following February 8, 2008.

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(8)
Includes 79,033 shares subject to options exercisable within 60 days following February 8, 2008.

(9)
Includes 98,457 shares subject to options exercisable within 60 days following February 8, 2008.

(10)
Includes 240,265 shares subject to options exercisable within 60 days following February 8, 2008.

(11)
Mr. Griffin resigned as Chief Financial Officer of InsWeb, effective June 1, 2007. Includes shares subject to options exercisable within 60 days following February 8, 2008.

(12)
Includes 175,320 shares subject to options exercisable within 60 days following February 8, 2008.

(13)
Mr. Ewing's employment with InsWeb terminated on December 31, 2007. Includes shares subject to options exercisable within 60 days following February 8, 2008.

(14)
Includes 142,814 shares subject to options exercisable within 60 days following February 8, 2008.

(15)
Includes 68,934 shares subject to options exercisable within 60 days following February 8, 2008.

(16)
Includes 1,434,660 shares subject to options exercisable within 60 days following February 8, 2008.

General Corporate Governance Matters

Available Information

        You may obtain free copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports, as well as other Corporate Governance Materials on our website at http://investor.insweb.com, or by contacting our corporate office by calling (916) 853-3300, or by sending an e-mail message to investor@insweb.com.

        We electronically file our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the Securities and Exchange Commission (SEC) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. Any materials we file with the SEC are accessible to the public at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The public may also utilize the SEC's Internet website, which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the SEC website is http://www.sec.gov.

Compensation Committee Interlocks and Insider Participation

        None of our Compensation Committee members is an officer or employee of the Company. None of our executive officers serves as a member of the Board of Directors or compensation committee of any entity that has one or more of its executive officers serving on our Compensation Committee.

Equity Compensation Plan Information

        InsWeb maintains three equity compensation plans that provide for the issuance of InsWeb Common Stock to employees, officers, directors, independent contractors and consultants of InsWeb and its subsidiaries. These consist of the 1997 Stock Option Plan (which expired on July 1, 2007), the Senior Executive Option Plan and the 1999 Employee Stock Purchase Plan, all of which have been approved by the stockholders. The following table sets forth information regarding outstanding options and shares reserved for future issuance under the foregoing plans as of December 31, 2006:

 
  Number of securities to be issued upon exercise of outstanding options, warrants and rights
  Weighted average exercise price of outstanding options, warrants and rights
  Number of securities remaining available for future issuance
Equity compensation plans approved by security holders   1,923,000   $ 5.90   606,000
Equity compensation plans not approved by security holders        

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

        This compensation discussion describes the material elements of compensation awarded to, earned by, or paid to each of our executive officers who served as named executive officers during the last completed fiscal year. This compensation discussion focuses on the information contained in the following tables and related footnotes and narrative for primarily the last completed fiscal year, but we also describe compensation actions taken before or after the last completed fiscal year to the extent it enhances the understanding of our executive compensation disclosure.

        Our Compensation Committee oversees the design and administration of our executive compensation program.

        The principal elements of our executive compensation program are base salary, annual cash incentives based on company performance goals, equity incentives in the form of stock options, other benefits and perquisites, post-termination severance and acceleration of stock option vesting for certain named executive officers upon change of control. Our other benefits and perquisites consist of life, health and disability insurance benefits, and a qualified 401(k) savings plan. Our philosophy is to position the aggregate of these elements at a level that is competitive within the industry and commensurate with our size and performance.

Compensation Program Objectives and Philosophy

        The objectives of our compensation programs are to:

        Generally, the compensation of our executive officers is composed of a base salary, an annual incentive compensation award and equity awards in the form of stock options based on company performance. In adjusting base salaries, the Compensation Committee reviews the individual contributions of the particular executive. The annual incentive compensation award is determined by the Compensation Committee based on company financial performance. In addition, stock options are granted to provide the opportunity for long-term compensation based upon the performance of our common stock over time.

        We define our competitive markets for executive talent to be the Internet and Insurance industries in northern California. We have not utilized any third party market specific compensation surveys to benchmark our executive compensation.

        The Compensation Committee reviews and approves all elements of compensation for each of our named executive officers, taking into consideration recommendations from our principal executive officer (for compensation other than his own).

Base Salaries

        The salary of our principal executive officer and the salaries of our named executive officers are set by the Compensation Committee. We provide the opportunity for our named executive officers and other executives to earn a competitive annual base salary to attract and retain an appropriate caliber of

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talent for the applicable position, and to provide a base wage that is not subject to risk relating to the Company's performance. We review base salaries for our named executive officers annually and the Company's performance and individual performance, including corporate financial objectives.

        Base salaries accounted for approximately 60% of total compensation for the principal executive officer and approximately 80% on average for our other named executive officers.

Annual Cash Incentives

        We provide the opportunity for our named executive officers and other executives to earn an annual cash incentive award based on achievement of specific Company financial targets. We provide annual cash incentive awards to attract and retain an appropriate caliber of talent for the position and to motivate executives to achieve our annual financial goals. Incentive award thresholds vary by position. We review potential annual cash incentive awards for our named executive officers and other executives annually to determine award payments, if any, for the last completed fiscal year, as well as to establish award opportunities for the current fiscal year. We do not have a formal annual incentive plan, but at the beginning of each fiscal year, the amount of each annual cash incentive award and the related financial objectives are determined by the Compensation Committee.

        Target Award Opportunities.    Our cash incentive awards are based on achieving financial objectives set by the Compensation Committee annually. For 2006, the cash incentive awards were based on achieving profitability in the quarter ending December 31, 2006 for all named executives except Todd Ewing. Mr. Ewing's cash incentive awards for both year 2005 and year 2006 were based on the Term Life Agency achieving specific operating income targets. For the last completed fiscal year (year 2006), annual cash incentive opportunities for the named executive officers are summarized below.

 
  2005 Annual Cash
Incentive Award Opportunity

  2006 Annual Cash
Incentive Award Opportunity

Name

  Target
  Amount Paid
in Year 2006

  Target
  Amount Earned
Hussein A. Enan
Chief Executive Officer
  $   $   $   $
William D. Griffin
Former Chief Financial Officer
  $ 30,000   $   $ 35,000   $
L. Eric Loewe
Senior Vice President, General Counsel and Secretary
  $ 30,000   $   $ 35,000   $
L. James Pickles
Executive Vice President, Business Development
  $ 30,000   $   $ 35,000   $
Todd R. Ewing
Former Senior Vice President, Agency Operations
  $ 50,000   $ 44,000   $ 50,000   $

        Annual cash incentives accounted for approximately 0% of total compensation for the principal executive officer and approximately 2% on average for our other named executive officers.

Equity Incentives

        We provide the opportunity for our named executive officers and other executives to earn a long-term equity incentive awards. Long-term incentive awards provide employees with the incentive to stay with us for longer periods of time, which in turn, provides us with greater stability. Equity awards also are less costly to us in the short term than cash compensation. We review long-term equity incentives for our named executive officers and other executives annually.

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        For our named executive officers, our stock option grants are of a size and term determined and approved by the Compensation Committee. We have traditionally used stock options as our form of equity compensation because stock options provide a relatively straightforward incentive for our executives, result in less immediate dilution of existing shareholders' interests and, prior to our adoption of FAS 123(R), resulted in less compensation expense for us relative to other types of equity awards. All grants of stock options to our employees were granted with exercise prices equal to or greater than the fair market value of our common stock on the respective grant dates. For a discussion of the determination of the fair market value of these grants, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and the Use of Estimates."

        Stock option grants to executives are generally made at the first scheduled Compensation Committee and Board of Directors meeting of the new fiscal year. InsWeb's 1997 Stock Option Plan provided that, in the event of a change in control of InsWeb, any outstanding option that is not assumed or substituted by the acquiring corporation will become fully vested. Further, the option agreements applicable to options granted under the 1997 Stock Option Plan provide for full acceleration of vesting if, within 12 months following a change in control, the optionee's employment is terminated without cause or the optionee resigns for "good reason," as defined in such option agreements.

        The vesting of certain of our named executive officers' stock options is accelerated pursuant to the terms of the InsWeb Executive Retention and Severance Plan in certain termination and/or change in control events. These terms are more fully described in "Employment Contracts and Termination of Employment and Change of Control Arrangements."

        Long-term equity incentives accounted for approximately 38% of total compensation for the principal executive officer and approximately 14% on average for our other named executive officers.

Executive Benefits and Perquisites

        We generally provide for our named executive officers and other executives to receive the same general health and welfare benefits offered to all employees. We currently provide no other perquisites to our named executive officers and other executives. We also offer participation in our defined contribution 401(k) plan. We match employee contributions under our 401(k) plan.

        Personal benefits and perquisites accounted for approximately 2% of total compensation for the principal executive officer and our other named executives officers.

Other Elements of Compensation

        There were no other elements of compensation, such as pension benefits, for any of our executive officers.

Employment Contracts and Termination of Employment and Change of Control Arrangements

        We have no long-term employment agreements with any of our key personnel. However, the executive officers and certain other key members of management are eligible to participate in the InsWeb Executive Retention and Severance Plan approved by the Board of Directors on June 14, 2004. Participants in the Plan are entitled to receive cash severance payments and health and medical benefits in the event their employment is terminated in connection with a change in control. Participants will also receive the benefits if InsWeb terminates their employment other than for "cause" or if the participant voluntarily terminates his employment for "good reason" following certain specified actions by InsWeb. Upon any other termination of employment, the participant will be entitled only to accrued salary and any other vested benefits through the date of termination.

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        Our analysis indicates that our severance and change in control provisions are consistent with the provisions and benefit levels of other companies disclosing such provisions as reported in public SEC filings. We believe our arrangements are reasonable in light of the fact that cash severance is limited to one year for the certain executive officers (at a rate equal to his then current base salary) and six months for other executive officers (at a rate equal to their then current base salary), there is no severance increase with a change in control.

Subsequent Events

        On January 25, 2007, the Compensation Committee of the Board of Directors (the "Committee") approved the 2007 compensation plan for the company's executive officers and senior management. The compensation plan is comprised of base compensation, incentive compensation and option grants. In approving the 2007 compensation plan, the Committee considered, among other things, compensation for comparable publicly traded companies in the financial services and Internet marketing sectors.

        As recommended by the Committee and approved by the Board of Directors, the 2007 base compensation for senior management, including the executive officers, will remain unchanged. The incentive compensation component applies to executive officers, other than the Chief Executive Officer, and other key managers of InsWeb. These individuals will receive between $15,000 and $30,000 if the year 2007 operating plan, which includes profitability, is achieved in fiscal 2007, subject to adjustments for expenses associated with stock option grants, bonuses and the senior management reorganization. In addition, the Chief Executive Officer received a performance based stock option grant of 50,000 shares, and the other executive officers and key managers received performance based option grants ranging between 5,000 and 15,000 shares. These performance options vest only upon achievement of the financial objectives referenced above in connection with the cash incentive bonus.

        Additionally, on January 25, 2007, the Committee approved and the Board of Directors ratified the 2007 compensation for non-employee members of the Board of Directors. Non-employee directors Mr. Corroon and Mr. Orr will receive an annual retainer for 2007 comprised of $20,000, payable on a quarterly basis, and an option grant of 13,333 shares, which vests over one-year. Non-employee directors Mr. Chookaszian and Mr. Puccinelli will receive an annual retainer for 2007 comprised of an option grant of 26,667 shares, which vests over one-year. The chairman of the Audit Committee, Mr. Orr, will receive an additional fee of $2,500 for each regularly scheduled Audit Committee meeting attended. The annual retainers relate to the twelve-month period from January 2007 through December 2007.

        On April 16, 2007, InsWeb Corporation announced a reorganization of its senior staff. Effective on that date: L. James Pickles, Executive Vice President, was promoted to President and Chief Operating Officer; Kiran Rasaretnam, Senior Vice President, Finance, was promoted to Chief Financial Officer, replacing William Griffin, who left the Company in June 2007; and Mr. Steve Yasuda, Vice President and Corporate Controller, was named Chief Accounting Officer. Also effective on that date, the Committee approved a proposal from the Chief Executive Officer, Hussein A. Enan, to reduce his salary for 2007 (including the period from January 1 through April 16) to $1 per month.

7



REPORT OF THE COMPENSATION COMMITTEE

        We have reviewed and discussed with management the Compensation Discussion and Analysis provisions included this proxy statement. Based on the reviews and discussions referred to above, we recommended to the Board of Directors that the Compensation Discussion and Analysis referred to above be included in this annual report on Form 10-K.

    COMPENSATION COMMITTEE
Dennis H. Chookaszian (Chair)
Thomas W. Orr
Robert A. Puccinelli

8


Summary Compensation Information

        The following table presents certain summary information concerning compensation paid or accrued by the Company for services rendered in all capacities during the year ended December 31, 2006 for (i) the Chief Executive Officer and the Chief Financial Officer of the Company, and (ii) each of the three other most highly compensated executives of the Company (determined as of December 31, 2006) (collectively, the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

Name and Principal Position

  Cash Salary
  Equity In-lieu of Salary(1)
  Bonus(1)
  Options Awards(2)
  All other Compensation(3)
  Total Compensation
Hussein A. Enan
Chairman of the Board and Chief Executive Officer
  $ 192,308   $ 62,500   $   $ 56,091   $ 8,981   $ 319,880
William D. Griffin(4)
Former Chief Financial Officer
  $ 221,769   $ 2,500   $   $ 29,802   $ 4,447   $ 258,518
L. Eric Loewe
Senior Vice President, Secretary and General Counsel
  $ 185,923   $ 10,000   $   $ 29,802   $ 3,710   $ 229,435
L. James Pickles
Executive Vice President
  $ 231,154   $ 9,428   $   $ 44,197   $ 4,635   $ 289,414
Todd R. Ewing(5)
Former Senior Vice President, Agency Operations
  $ 200,000   $   $ 44,000   $ 22,099   $ 10,389   $ 276,488

(1)
On September 28, 2006, the Compensation Committee of the Board of Directors approved a plan to allow members of the company's senior management to receive stock options in lieu of a portion of their base salary. All members of senior management participated including the Chief Executive Officer, the Chief Financial Officer and the General Counsel and Secretary. The salary reduction applied only to the base cash compensation earned by the individual from October 1, 2006 through March 31, 2007. Participation in the plan was voluntary, and the Chief Executive Officer, the Chief Financial Officer and the General Counsel and Secretary elected to participate. In connection with this plan, the Compensation Committee approved and the Board of Directors ratified an option grant of 94,697 options to the Chief Executive Officer, a grant of 3,788 options to the Chief Financial Officer and a grant of 15,152 options to the General Counsel and Secretary. An additional 20,705 options were granted to other members of the company's senior management team. These options were fully vested with an exercise price of $2.03 (determined by the closing price of InsWeb's common stock on Thursday, September 28, 2006).

(2)
Valuation based on the dollar amount of option grants (see "Grant of Plan-Based Awards" below) recognized for financial statement reporting purposes pursuant to FAS 123(R) with respect to year 2006. The assumptions used by us with respect to the valuation of option grants are set forth in "InsWeb Corporation Consolidated Financial Statements—Notes to Financial Statements—Note 3—Stock Based Payments."

(3)
Represents, primarily, employer contributions to InsWeb's 401(k) plan.

(4)
Mr. Griffin resigned as Chief Financial Officer on April 16, 2007, and his employment with InsWeb terminated in June 2007.

(5)
Mr. Ewing's employment with InsWeb terminated on December 31, 2007.

9


Grant of Plan-Based Awards

        The following table sets forth certain information with respect to the options granted during or for the year ended December 31, 2006 to each of our named executive officers.

GRANT OF PLAN-BASED AWARDS TABLE

Name

  Grant Date
  Number of
Shares of
Common Stock
Underlying
Options (#)

  Exercise Price
of Option
Awards
($/Share)

  Grant Date
Fair Value of
Option Awards(1)

  Grant Date
Fair Value of
a Share(1)

Hussein A. Enan   4/20/2006
6/30/2006
9/28/2006
  50,000
5,000
94,697
  $
$
$
2.05
2.65
2.03
  $
$
$
49,670
6,421
125,000
  $
$
$
0.99
1.28
1.32
William D. Griffin   4/20/2006
9/28/2006
  30,000
3,788
  $
$
2.05
2.03
  $
$
29,802
5,000
  $
$
0.99
1.32
L. Eric Loewe   4/20/2006
9/28/2006
  30,000
15,152
  $
$
2.05
2.03
  $
$
29,802
20,001
  $
$
0.99
1.32
L. James Pickles   4/20/2006
7/25/2006
9/28/2006
  40,000
6,250
1,894
  $
$
$
2.05
2.70
2.03
  $
$
$
44,197
8,178
2,500
  $
$
$
0.99
1.31
1.32
Todd R. Ewing   4/20/2006   20,000   $ 2.05   $ 22,099   $ 0.99

(1)
Valuation based on the dollar amount of option grants recognized for financial statement reporting purposes pursuant to FAS 123(R) with respect to year 2006. The assumptions used by us with respect to the valuation of option grants are set forth in "InsWeb Corporation Consolidated Financial Statements—Notes to Financial Statements—Note 3—Stock Based Payments."

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Outstanding Equity Awards at Fiscal Year-End

        The following table summarizes the number of securities underlying outstanding option plan awards for each of the named executive officers at the fiscal year-end as of December 31, 2006.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

 
  Individual Option Awards
Name

  Number of Securities
Underlying Options (#)
Exercisable

  Number of Securities
Underlying Options (#)
Unexercisable

  Exercise Price
Per Share

  Expiration
Date

Hussein A. Enan   41,667
100,000
500
500
500
500
5,000
150,000
5,000
5,000
94,697
 









  $
$
$
$
$
$
$
$
$
$
$
6.12
4.95
3.05
1.40
1.90
2.85
4.75
2.79
3.25
2.65
2.03
  4/17/2011
4/1/2012
7/16/2012
10/15/2012
1/28/2013
4/22/2013
7/1/2013
2/10/2015
7/1/2015
6/30/2011
9/28/2011

William D. Griffin(1)

 

16,667
40,000
45,000
25,000
25,000
13,333
3,788

 






6,667






(2)

$
$
$
$
$
$
$

6.24
4.95
2.05
5.00
2.79
2.05
2.03

 

5/7/2011
4/1/2012
4/1/2013
4/1/2014
2/10/2015
4/20/2011
9/28/2011

L. Eric Loewe

 

2,200
2,000
2,500
1,250
4,167
1,666
7,500
8,334
25,000
25,000
15,000
25,000
13,333
15,152

 













6,667













(2)

$
$
$
$
$
$
$
$
$
$
$
$
$
$

30.00
64.00
270.00
152.25
84.00
16.13
12.94
6.12
4.95
2.05
5.00
2.79
2.05
2.03

 

11/16/2008
5/17/2009
7/21/2009
12/16/2009
2/1/2010
4/19/2010
7/18/2010
4/17/2011
4/1/2012
4/1/2013
4/1/2014
2/10/2015
4/20/2011
9/28/2011

L. James Pickles

 

5,000
1,875
1,166
1,666
2,500
6,667
25,000
45,000
25,000
25,000
16,667

3,472
1,894

 











8,333
15,000
2,778











(2)
(3)
(4)

$
$
$
$
$
$
$
$
$
$
$
$
$
$

55.40
270.00
84.00
16.13
8.06
6.12
4.95
2.05
5.00
2.99
2.05
2.05
2.70
2.03

 

5/14/2009
7/21/2009
2/1/2010
4/19/2010
8/15/2010
4/17/2011
4/1/2012
4/1/2013
4/1/2014
4/1/2015
4/20/2011
4/20/2011
7/25/2011
9/28/2011

Todd R. Ewing(1)

 

25,000
15,000
2,083

 



4,167
7,500



(2)
(3)

$
$
$
$

4.75
2.99
2.05
2.05

 

1/5/2014
4/1/2015
4/20/2011
4/20/2011

(1)
Options held by Mr. Griffin and Mr. Ewing are forfeited unless exercised within 90 days of the termination of their employment.

(2)
These options vest in twelve equal monthly installments beginning on the date of grant (April 20, 2006).

(3)
These options vest 10% on the one, two, three and four year anniversaries of the grant date and 60% on the fifth year anniversary of the grant date (April 20, 2006).

(4)
These options vest in nine equal monthly installments beginning on the date of grant (July 25, 2006).

11


Option Exercises

        The following table provides the specified information concerning exercises of options to purchase InsWeb's Common Stock in the fiscal year ended December 31, 2006, by the persons named in the Summary Compensation Table above:

Name

  Shares Acquired
on Exercise

  Value Realized
Hussein A. Enan     $
William D. Griffin     $
L. Eric Loewe     $
L. James Pickles     $
Todd R. Ewing   6,250   $ 16,541

Potential Payments Upon Termination or Change in Control

        Executive officers and certain other key members of management are eligible to participate in the InsWeb Executive Retention and Severance Plan approved by the Board of Directors on June 14, 2004. Participants in the Plan are entitled to receive cash severance payments and health and medical benefits in the event their employment is terminated in connection with a change in control.

        In the event the employment of any of our named executive officers were to be terminated without cause or for good reason as of December 31, 2006, or within 12 months following a change in control of InsWeb, the following individuals would be entitled to payments in the amounts set forth opposite to their name in the below table:

Name

  Cash Severance
Hussein A. Enan   $—
William D. Griffin   $19,167 per month for 12 months
L. Eric Loewe   $16,667 per month for 12 months
L. James Pickles   $20,000 per month for 12 months
Todd R. Ewing   $16,667 per month for 6 months

        We are not obligated to make any cash payments to these executives if their employment is terminated by us for cause or by the executive not for good reason. No severance or benefits are provided for any of the executive officers in the event of death or disability. A change in control does not affect the amount or timing of these cash severance payments.

12


        In the event the employment of any of our named executive officers were to be terminated without cause or for good reason as of December 31, 2006, or within 12 months following a change in control of InsWeb, the following individuals would be entitled to accelerated vesting of their outstanding stock options described in the table below:

Name

  Value of Equity Awards:
Termination Without
Cause or For Good Reason

  Value of Equity Awards:
In Connection With a
Change in Control(1)

Hussein A. Enan   None.   None.
William D. Griffin   None.   Fully vested; 168,788 options with a value of $80,022.
L. Eric Loewe   None.   Fully vested; 148,399 options with a value of $70,491.
L. James Pickles   None.   Fully vested; 160,907 options with a value of $78,278.
Todd R. Ewing   None.   Fully vested; 48,333 options with a value of $12,266.

(1)
Potential gains are net values based on the aggregate difference between the respective exercise prices and the closing sale price of our common stock on December 29, 2006, which was $3.18 per share.

Director Compensation

        Our non-employee directors are compensated by means of annual cash retainers and option grants, as well as being reimbursed for reasonable expenses incurred in attending meetings. For the year ended December 31, 2006, Mr. Corroon and Mr. Orr each received an annual retainer of $20,000 and an option grant for 20,000 shares. Mr. Puccinelli received an annual retainer of $10,000 and option grants for 27,000 shares. Mr. Chookaszian received an annual retainer of $10,000 and an option grant for 30,000 shares. As chairman of the Audit Committee, Mr. Orr received an additional fee of $2,500 for each regularly scheduled Audit Committee meeting attended.

        In addition, all directors, including employee directors, continue to receive an annual grant of options to purchase 5,000 shares, with the date of grant being on or about July 1 of each year that they serve. These options are fully vested at the time of grant. As with all options, the per-share exercise price of each such option will equal the fair market value of a share of Common Stock on the date of grant.

        The following table presents the compensation paid to each non-employee director during the year ended December 31, 2006:

DIRECTOR COMPENSATION TABLE

Name

  Fees Earned or
Paid in Cash

  Option Awards(1)
  All other Compensation
  Total Compensation
Dennis H. Chookaszian   $ 10,000   $ 36,223   $   $ 46,223
James M. Corroon   $ 27,500   $ 26,289   $   $ 53,789
Thomas W. Orr   $ 37,500   $ 26,289   $   $ 63,789
Robert A. Puccinelli   $ 17,500   $ 33,348   $   $ 50,848

(1)
Valuation based on the dollar amount of option grants (see "Grant of Plan-Based Awards" below) recognized for financial statement reporting purposes pursuant to FAS 123(R) with respect to year 2006. The assumptions used by us with respect to the valuation of option grants are set forth in "InsWeb Corporation Consolidated Financial Statements—Notes to Financial Statements—Note 3—Stock Based Payments."

13


Grant of Plan-Based Awards

        The following table sets forth certain information with respect to the options granted during the year ended December 31, 2006 to each of the Board of Directors.

GRANT OF PLAN-BASED AWARDS TABLE

Name

  Grant Date
  Number of Shares
of Common Stock
Underlying Options

  Exercise Price of
Option Awards
($/Share)

  Grant Date
Fair Value of
Option Awards

  Grant Date
Fair Value of
a Share(1)

Dennis H. Chookaszian   4/20/2006
6/30/2006
  30,000
5,000
  $
$
2.05
2.65
  $
$
29,802
6,421
  $
$
0.99
1.28
James M. Corroon   4/20/2006
6/30/2006
  20,000
5,000
  $
$
2.05
2.65
  $
$
19,868
6,421
  $
$
0.99
1.28
Thomas W. Orr   4/20/2006
6/30/2006
  20,000
5,000
  $
$
2.05
2.65
  $
$
19,868
6,421
  $
$
0.99
1.28
Robert A. Puccinelli   4/20/2006
6/30/2006
10/25/2006
  20,000
5,000
7,000
  $
$
$
2.05
2.65
2.30
  $
$
$
19,868
6,421
7,059
  $
$
$
0.99
1.28
1.01

(1)
Valuation based on the dollar amount of option grants recognized for financial statement reporting purposes pursuant to FAS 123(R) with respect to year 2006. The assumptions used by us with respect to the valuation of option grants are set forth in "InsWeb Corporation Consolidated Financial Statements—Notes to Financial Statements—Note 3—Stock Based Payments."

14



PROPOSAL

APPROVAL OF 2008 STOCK OPTION PLAN

        At the special meeting, the stockholders will be asked to approve the InsWeb Corporation 2008 Stock Option plan (the "Plan")

        The Board has determined that it is in the best interest of our stockholders to approve the 2008 Stock Option Plan. Competition for qualified personnel is intense and equity incentives, such as stock options, are often key components of a company's compensation program. The Board of Directors believes that the 2008 Stock Option Plan is competitive and will provide sufficient equity incentives to attract and retain the services of highly qualified and experienced Board members.

Summary of the Plan

        The following summary of the Plan is qualified in its entirety by the specific language of the Plan, a copy of which is available on the InsWeb website at http://investor.insweb.com.

        General.    The purpose of the Plan is to advance the interests of InsWeb and its stockholders by providing an incentive to attract, retain and reward InsWeb's employees, directors and consultants and by motivating such persons to contribute to InsWeb's growth and profitability. The Plan provides for the grant to employees of incentive stock options within the meaning of Section 422 of the Code, and the grant to employees, directors and consultants of nonstatutory stock options.

        Shares Subject to Plan.    A maximum of one million, five hundred thousand (1,500,000) of the authorized but unissued or reacquired shares of Common Stock may be issued under the Plan. This maximum share authorization increases automatically on each January 1 during the term of the Plan by an amount equal to two percent of the number of shares of InsWeb Common Stock issued and outstanding as of the immediately preceding December 31.

        If any outstanding option expires, terminates or is canceled, or if shares acquired pursuant to an option are repurchased by InsWeb at their original exercise price, the expired or repurchased shares are returned to the Plan and again become available for grant. Also, the maximum number of shares that may be issued under the Plan is increased by the number of shares surrendered in payment of the exercise price of options or withheld upon the exercise of options in satisfaction of an optionee's tax withholding obligations. In any event, the maximum aggregate number of shares of Stock that may be issued pursuant to the Plan upon the exercise of Incentive Stock Options may not exceed 1,500,000 shares, cumulatively increased annually on each January 1 by no more than 85,000 shares. No employee may be granted options for more than 250,000 shares during any fiscal year. Appropriate adjustments will be made to the maximum number of shares issuable under the Plan, to the foregoing limits on incentive stock option shares and the maximum annual option grants, to the numbers of shares to be subject to automatically granted director options, and to the number of shares and their exercise price under outstanding options upon any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification, or similar change in the capital structure of InsWeb.

        Administration.    The Plan is administered by the Board of Directors or a duly appointed committee of the Board, which, in the case of options intended to qualify for the performance-based compensation exemption under Section 162(m) of the Code, must be comprised solely of two or more "outside directors" within the meaning of Section 162(m). (For purposes of this discussion, the term "Board" refers to either the Board of Directors or such committee.) Subject to the provisions of the Plan, the Board determines the persons to whom options are to be granted, the number of shares to be covered by each option, whether an option is to be an incentive stock option or a nonstatutory stock option, the timing and terms of exercisability and vesting of each option, the purchase price and the type of consideration to be paid to InsWeb upon the exercise of each option, the time of expiration of

15



each option, and all other terms and conditions of the options. However, the Plan permits the Board to delegate to an officer of InsWeb the authority to grant options without further Board approval to eligible persons who are neither officers nor directors of InsWeb. Any such options must comply with the compensation policy approved by the Board and must conform to the provisions of the Plan and the appropriate standard form of stock option agreement approved by the Board. The Board has by resolution delegated such authority to Hussein Enan, the Chairman of the Board.

        The Board may amend, modify, extend, cancel or renew any option, waive any restrictions or conditions applicable to any option, and accelerate, continue, extend or defer the exercisability or vesting of any option. The Plan provides, subject to certain limitations, for indemnification by InsWeb of any director, officer or employee against all reasonable expenses, including attorneys' fees, incurred in connection with any legal action arising from such person's action or failure to act in administering the Plan. The Board will interpret the Plan and options granted thereunder, and all determinations of the Board will be final and binding on all persons having an interest in the Plan or any option.

        Eligibility.    Options may be granted under the Plan to employees, directors and consultants of InsWeb or of any present or future parent or subsidiary corporations of InsWeb.. As of January 18, 2008, InsWeb had 66 employees, including five executive officers and in addition, four non-employee directors and no consultants who were eligible under the Plan. While any eligible person may be granted a nonstatutory stock option, only employees may be granted incentive stock options.

        Terms and Conditions of Options.    Each option granted under the Plan is evidenced by a written agreement between InsWeb and the optionee specifying the number of shares subject to the option and the other terms and conditions of the option, consistent with the requirements of the Plan. The exercise price for each option is established in the sole discretion of the Board, except that the exercise price can not be less than the fair market value of a share of stock on the effective date of grant of the option. However, any incentive stock option granted to a person who at the time of grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of InsWeb or any parent or subsidiary corporation of InsWeb (a "Ten Percent Stockholder") must have an exercise price equal to at least 110% of the fair market value of a share of Common Stock on the date of grant. As of February 8, 2008, the closing price of InsWeb's Common Stock, as reported on the Nasdaq Capital Market, was $11.07per share.

        The Plan provides that the option exercise price may be paid in cash, by check, or in cash equivalent; by the assignment of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the option; to the extent legally permitted, by tender of shares of Common Stock owned by the optionee having a fair market value not less than the exercise price or by means of a promissory note for the amount in excess of the par value of the stock purchased if the optionee is an employee; by such other lawful consideration as approved by the Board; or by any combination of these. Nevertheless, the Board may restrict the forms of payment permitted in connection with any option grant. No option may be exercised unless the optionee has made adequate provision for federal, state, local and foreign taxes, if any, relating to the exercise of the option.

        Options will become vested and exercisable at such times or upon such events and subject to such terms, conditions, performance criteria or restrictions as specified by the Board. The maximum term of an option granted under the Plan is ten years, provided that an incentive stock option granted to a Ten Percent Stockholder must have a term not exceeding five years. An option generally will remain exercisable for three months following the optionee's termination of service. However, if such termination results from the optionee's death or disability, the option generally will remain exercisable for 12 months. In any event, the option must be exercised no later than its expiration date. Incentive stock options are nontransferable by the optionee other than by will or by the laws of descent and distribution, and are exercisable during the optionee's lifetime only by the optionee. Nonstatutory stock

16



options granted under the Plan may be assigned or transferred to the extent permitted by the Board and set forth in the option agreement.

        Director Option program.    In addition to authorizing the Board to grant options to employees, directors and consultants on a discretionary basis, the Plan provides for the automatic grant of options to directors. Upon first being elected or appointed as a non- employee director, an individual will be granted an option (an "Initial Option") for 25,000 shares of our Common Stock on the day of his or her election or appointment. However, a director who did not previously qualify as a non-employee director and who subsequently becomes a non-employee director will not receive an Initial Option. Effective on the first business day following stockholder approval of this proposal, each non-employee director will receive an option to purchase 5,000 shares (the "Supplemental Options"). In addition, on each July 1 after the date the 2008 Stock Option Plan is approved, each non-employee director will be granted an option (an "Annual Option") to purchase 5,000 shares of Common Stock. The number of shares for which such director options are granted is subject to appropriate adjustment in the event of certain changes in InsWeb's capital structure, as previously described.

        The per share exercise price of each director option will equal the fair market value of a share of common Stock on the date of grant. Generally, the fair market value of a share of Common Stock is determined by the closing price reported on the Nasdaq Capital Market. Initial Options will become exercisable in three substantially equal installments on each of the first three anniversaries of the date of the grant, while Annual Options and Supplemental Options will be fully vested and immediately exercisable upon grant. All options granted to directors will have a term of ten years from the date of the grant. Such options remain exercisable for three months following the director's termination of service for any reason other than death, disability or termination of service following a Change In Control (as described below). In the event of a director's death or disability, the options remain exercisable for 12 months following such termination of service.

        Change in Control.    The Plan defines a "Change in Control" of InsWeb as any of the following events as a result of which the stockholders of InsWeb immediately before the event do not retain immediately after the event, in substantially the same proportions as their ownership of shares of InsWeb's voting stock immediately before the event, direct or indirect beneficial ownership of more than 50% of the total combined voting power of the voting stock of InsWeb, its successor or the corporation to which the assets of InsWeb were transferred: (i) a sale or exchange by the stockholders in a single or series of related transactions of more than 50% of InsWeb's voting stock; (ii) a merger or consolidation in which InsWeb is a party; (iii) the sale, exchange or transfer of all or substantially all of the assets of InsWeb; or (iv) a liquidation or dissolution of InsWeb. If a Change in Control occurs, the surviving, continuing, successor or purchasing corporation or parent thereof may either assume InsWeb's rights and obligations under the outstanding options or substitute substantially equivalent options for such corporation's stock. If the acquiring corporation elects not to assume or substitute for the outstanding options, such options automatically will become immediately exercisable and vested in full as of the date ten days prior to, but conditioned upon the consummation of, the Change in Control. Options that are not assumed, replaced or exercised prior to the Change in Control will terminate. Furthermore, options granted under the Plan generally provide that if they are assumed or replaced in connection with a Change in Control but, within 12 months following the Change in Control, the optionee is terminated without "Cause" (as defined in the stock option agreement) or resigns for "Good Reason" (as defined in the stock option agreement), then the option automatically will become immediately exercisable and vested in full, and will remain exercisable for six months following the optionee's termination of service (but in any event no later than the option's expiration date).

        Termination or Amendment.    The Plan will continue in effect until the earlier of its termination by the Board or the date on which all shares available for issuance under the Plan have been issued and

17



all restrictions on such shares under the terms of the Plan and the agreements evidencing options granted under the Plan have lapsed, provided that options may not be granted under the Plan after February 28, 2018. The Board may terminate or amend the Plan at any time. However, without stockholder approval, the Board may not amend the Plan to increase the total number of shares of Common Stock issuable thereunder, change the class of persons eligible to receive incentive stock options, or effect any other change that would require stockholder approval under any applicable law, regulation or rule. No termination or amendment of the Plan may adversely affect an outstanding option without the consent of the optionee, unless the amendment is required to preserve an option's status as an incentive stock option or is necessary to comply with any applicable law, regulation or rule.

Summary of U.S. Federal Income Tax Consequences

        The following summary is intended only as a general guide as to the U.S. federal income tax consequences under current law of participation in the Plan and does not attempt to describe all possible federal or other tax consequences of such participation or tax consequences based on particular circumstances.

        Incentive Stock Options.    An optionee recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an incentive stock option qualifying under Section 422 of the Code

        Optionees who neither dispose of their shares within two years following the date the option was granted nor within one year following the exercise of the option will normally recognize a capital gain or loss equal to the difference, if any, between the sale price and the purchase price of the shares. If an optionee satisfies such holding periods upon a sale of the shares, InsWeb will not be entitled to any deduction for federal income tax purposes. If an optionee disposes of shares within two years after the date of grant or within one year after the date of exercise (a "disqualifying disposition"), the difference between the fair market value of the shares on the exercise date and the option exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognized by the optionee upon the disqualifying disposition of the shares generally should be deductible by InsWeb for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code.

        The difference between the option exercise price and the fair market value of the shares on the exercise date of an incentive stock option is treated as an adjustment in computing the optionee's alternative minimum taxable income and may be subject to an alternative minimum tax which is paid if such tax exceeds the regular tax for the year. Special rules may apply with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to optionees subject to the alternative minimum tax.

        Nonstatutory Stock Options.    Options not designated or qualifying as incentive stock options will be nonstatutory stock options having no special tax status. An optionee generally recognizes no taxable income as the result of the grant of such an option. Upon exercise of a nonstatutory stock option, the optionee normally recognizes ordinary income in the amount of the difference between the option exercise price and the fair market value of the shares on the exercise date. If the optionee is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of stock acquired by the exercise of a nonstatutory stock option, any gain or loss, based on the difference between the sale price and the fair market value on the exercise date, will be taxed as capital gain or loss. No tax deduction is available to InsWeb with respect to the grant of a nonstatutory stock option or the sale of the stock acquired pursuant to such grant. InsWeb generally should be

18



entitled to a deduction equal to the amount of ordinary income recognized by the optionee as a result of the exercise of a nonstatutory stock option, except to the extent such deduction is limited by applicable provisions of the Code.

New Plan Benefits and Additional Information

        As of the date of this proxy statement, no options have been granted under the Plan conditioned upon stockholder approval of this proposal. The following table sets forth the numbers of shares for which options will be granted automatically under the Plan during the fiscal year ending December 31, 2008 to each person named in the Summary Compensation Table, to all current executive officers as a group, to each current director who is not an executive officer, and to all current directors who are not executive officers as a group if the proposed amendment to the director option program are approved by the stockholders. Apart from the options that will be granted automatically to directors if this proposal is approved by the stockholders, future grants to all other persons under the Plan will be made at the discretion of the Board, and, accordingly, are not yet determinable.

NEW PLAN BENEFITS

Name and position

  Numbers of shares for
which options will be
granted in fiscal 2008

Hussein A. Enan, CEO, Chairman of the Board  
Jaimie Pickles, President and Chief Operating Officer  
L. Eric Loewe, SVP, General Counsel and Secretary  
Kiran Rasaretnam, Chief Financial Officer  
Steve Yasuda, Chief Accounting Officer  
Mr. William D. Griffin  
Mr. Todd R. Ewing  

All current executive officers, as a group

 


Robert A. Puccinelli, Director

 

10,000
Dennis H. Chookaszian, Director   10,000
James M. Corroon, Vice Chairman of the Board   10,000
Thomas W. Orr, Director   10,000

All current directors who are not executive officers, as a group

 

40,000
All employees, including all current officers who are not executive officers, as a group   40,000

Vote Required and Board of Directors Recommendation

        Approval of this proposal requires a number of votes "For" the proposal that represents a majority of the shares present or represented by proxy and entitled to vote at the Annual Meeting, with abstentions and broker non-votes each being counted as present for purposes of determining the presence of a quorum, abstentions having the same effect as a negative vote and broker non-votes having no effect on the outcome of the vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"FOR" THIS PROPOSAL TO APPROVE THE 2008 STOCK OPTION PLAN

19



STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING

        Under InsWeb's bylaws, in order for stockholder business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in writing to the Secretary of InsWeb. To be timely, such notice must be delivered to or mailed and received at InsWeb's principal executive offices, not less than 30 days nor more than 60 days prior to the meeting; provided, however, that in the event that less than 40 days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, to be timely, notice by the stockholder must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the special meeting was mailed or such public disclosure was made. Business may not be brought before a special meeting other than for the purpose or purposes stated in the notice of the meeting.

        In connection with InsWeb's next annual meeting of stockholders, under the Securities and Exchange Commission Rule 14a-4, management may solicit proxies that confer discretionary authority to vote with respect to any non-management proposal unless InsWeb has received notice of the proposal not later than April 24, 2008.

        Proposals of stockholders intended to be included in InsWeb's proxy statement for the next annual meeting of the stockholders of InsWeb must be received by InsWeb at its offices at 11290 Pyrites Way, Suite 200, Gold River, California 95670, no later thanFebruary 9, 2008, and satisfy the conditions established by the Securities and Exchange Commission for stockholder proposals to be included in InsWeb's proxy statement for that meeting.

20



TRANSACTION OF OTHER BUSINESS

        At the date of this Proxy Statement, the Board of Directors knows of no business that will be conducted at the 2008 Special Meeting of Stockholders of InsWeb other than as described in this Proxy Statement. If any other matter or matters are properly brought before the meeting, or any adjournment or postponement of the meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxy on such matters in accordance with their best judgment.

    By Order of the Board of Directors

 

 

GRAPHIC
    L. Eric Loewe
Senior Vice President, Secretary and
General Counsel

February 15, 2008

21



INSWEB CORPORATION
2008 STOCK OPTION PLAN

(As Approved on                        , 2008)

        1.    ESTABLISHMENT, PURPOSE AND TERM OF PLAN.    

        2.    DEFINITIONS AND CONSTRUCTION.    



        3.    ADMINISTRATION.    


        4.    SHARES SUBJECT TO PLAN.    



        5.    ELIGIBILITY AND OPTION LIMITATIONS.    

        6.    TERMS AND CONDITIONS OF OPTIONS.    

        Options shall be evidenced by Option Agreements specifying the number of shares of Stock covered thereby, in such form as the Board shall from time to time establish. No Option or purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Option Agreement. Option Agreements may incorporate all or any of the terms of the Plan by reference and, except as otherwise set forth in Section 7 with respect to Director Options, shall comply with and be subject to the following terms and conditions:




        7.    TERMS AND CONDITIONS OF DIRECTOR OPTIONS.    

        Director Options shall be evidenced by Option Agreements specifying the number of shares of Stock covered thereby, in such form as the Board shall from time to time establish. Such Option Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the terms and conditions of Section 6 to the extent not inconsistent with this Section and the following terms and conditions:



        8.    STANDARD FORMS OF OPTION AGREEMENT.    

        9.    CHANGE IN CONTROL.    


        10.    PROVISION OF INFORMATION.    

        Each Optionee shall be given access to information concerning the Company equivalent to that information generally made available to the Company's common stockholders.

        11.    NONTRANSFERABILITY OF OPTIONS.    

        During the lifetime of the Optionee, an Option shall be exercisable only by the Optionee or the Optionee's guardian or legal representative. No Option shall be assignable or transferable by the Optionee, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, a Nonstatutory Stock Option shall be assignable or transferable to the extent permitted by the Board and set forth in the Option Agreement evidencing such Option.

        12.    COMPLIANCE WITH SECURITIES LAW.    

        The grant of Options and the issuance of shares of Stock upon exercise of Options shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. Options may not be exercised if the issuance of shares of Stock upon exercise would


constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Option may be exercised unless (a) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of any Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

        13.    INDEMNIFICATION.    

        In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of the Participating Company Group, members of the Board and any officers or employees of the Participating Company Group to whom authority to act for the Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

        14.    TERMINATION OR AMENDMENT OF PLAN.    

        The Board may terminate or amend the Plan at any time. However, subject to changes in applicable law, regulations or rules that would permit otherwise, without the approval of the Company's stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.2), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company's stockholders under any applicable law, regulation or rule. In any event, no termination or amendment of the Plan may adversely affect any then outstanding Option or any unexercised portion thereof, without the consent of the Optionee, unless such termination or amendment is required to enable an Option designated as an Incentive Stock Option to qualify as an Incentive Stock Option or is necessary to comply with any applicable law, regulation or rule.


        IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing sets forth the InsWeb Corporation 2008 Stock Option Plan as duly adopted and amended by the Board effective as of                        , 2008.

     
Secretary

INSWEB CORPORATION
Proxy for the Special Meeting of Stockholders
to be Held on February 29, 2008
Solicited by the Board of Directors

        The undersigned hereby appoints Hussein A. Enan and Kiran Rasaretnam with full power of substitution to represent the undersigned and to vote all of the shares of stock in InsWeb Corporation, a Delaware corporation ("InsWeb"), which the undersigned is entitled to vote at the special meeting of the stockholders of InsWeb to be held at the corporate headquarters of InsWeb located at 11290 Pyrites Way, Suite 200, Gold River, California 95670 on February 29th 2008, at 1:00 pm local time, and at any adjournment or postponement thereof (1) as hereinafter specified under the proposal listed on the reverse side and as more particularly described in the Proxy Statement of InsWeb dated February 15, 2008 (the "Proxy Statement"), receipt of which is hereby acknowledged, and (2) in their discretion upon such other matters as may properly come before the meeting.

        THE SHARES REPRESENTED HEREBY SHALL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, SUCH SHARES SHALL BE VOTED FOR THIS PROPOSAL.

(Continued and to be signed on the reverse side)


Please mark
o votes as in this example

The Board of Directors recommends a Vote "FOR" the following proposal:

        FOR   ABSTAIN   AGAINST    
1.   To approve the
InsWeb Corporation
2008 Stock Option Plan.
  o   o   o    
                     
    WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING
IN PERSON, YOU ARE URGED TO SIGN AND PROMPTLY
MAIL THIS PROXY IN THE RETURN ENVELOPE SO THAT
YOUR STOCK MAY BE REPRESENTED AT THE MEETING.
                     
    MARK HERE FOR ADDRESS CHANGE AND o
NOTE AT LEFT
   
                     
    MARK HERE IF YOU PLAN TO ATTEND THE o
MEETING
   
 
 
Signature
  Date:    
, 2008    

Please sign here. If shares of stock are held jointly, both or all of such persons should sign. An authorized person should sign Corporate or partnership proxies in full corporate or partnership name. Persons signing in a fiduciary capacity should indicate their full titles in such capacity.




QuickLinks

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
SOLICITATION AND VOTING OF PROXIES
INFORMATION ABOUT INSWEB
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE
PROPOSAL APPROVAL OF 2008 STOCK OPTION PLAN
STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING
TRANSACTION OF OTHER BUSINESS
INSWEB CORPORATION 2008 STOCK OPTION PLAN (As Approved on , 2008)