Stock Option Termination Agreement, dated as of June 16, 2008



 Exhibit 10.4 
 MOTIVE, INC. 
 STOCK OPTION TERMINATION AGREEMENT 
 This Stock Option Termination Agreement is made and entered into as of June 16, 2008, by and between Motive, Inc., a Delaware corporation (the
“Company”), and each of the undersigned individuals (individually, an “Optionee,” and collectively, the “Optionees”). 
 WHEREAS, each Optionee is the holder of the non-qualified stock options to purchase shares of the Company’s common stock set forth opposite his or her name on Annex A hereto (collectively, the
“Options”), such Options having (i) the strike price(s), (ii) the grant date(s), and (iii) been granted under the Company Option Plans (as defined in the Merger Agreement identified below), all as also set forth on
Annex A hereto; and 
 WHEREAS, each Optionee desires not to exercise the Options held thereby because the strike price thereof is greater
than the tender offer price contemplated in the Merger Agreement referred to below, and thus each Optionee desires to terminate and extinguish the Options held thereby, and all of his or her respective rights and obligations in respect thereof,
effective upon consummation of the tender offer (the “Tender Offer”) contemplated by that certain Agreement and Plan of Merger dated as of June 16, 2008 (the “Merger Agreement”), by and among Lucent Technologies
Inc. (“Parent”), Magic Acquisition Subsidiary Inc. (“Merger Sub”) and the Company; 
 NOW, THEREFORE, each
Optionee does hereby terminate, waive and relinquish any and all rights he or she may have with respect to the Options held thereby, including any rights arising under the applicable stock option plan, any agreement, document or communication
evidencing such Options, or otherwise, and does hereby release and discharge the Company and its successors and assigns from any and all claims in respect thereof, conditioned, however, on the consummation of the Tender Offer; and the Company does,
by its duly authorized representative, hereby accept such termination, waiver, relinquishment and release. Furthermore, each Optionee hereby acknowledges that, as of the date hereof, none of the Options held thereby have been exercised, and each
Optionee hereby agrees not to exercise any Options held thereby until and unless this Stock Option Termination Agreement is terminated in the manner provided herein. If for any reason (i) the Company shall terminate the Merger 

  

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Agreement, or (ii) Parent and Merger Sub shall terminate the Merger Agreement or fail to consummate the Tender Offer after the satisfaction or waiver of
all conditions thereto, then in each such case this Stock Option Termination Agreement shall thereupon immediately terminate as to all parties hereto and become void and of no further force or effect. 
 [Remainder of page intentionally left blank - signature page follows.] 
  

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 IN WITNESS WHEREOF, the Company and each Optionee have caused this Stock Option Termination Agreement to
be executed as of the date first set forth above. 
  

							
		 		 	MOTIVE, INC.
				
		 		 	By:	 	 /s/ Alfred Mockett

		 		 		 	Alfred Mockett
		 		 		 	Chief Executive Officer
				
	OPTIONEES:	 		 		 	
			
	 /s/ Jack Greenberg
	 		 	 /s/ Mike Fitzpatrick

	Jack Greenberg	 		 	Mike Fitzpatrick
			
	 /s/ Richard Hanna
	 		 	 /s/ Tom Meredith

	Richard Hanna	 		 	Tom Meredith
			
	 /s/ Virginia Gambale
	 		 	 /s/ Mike Maples

	Virginia Gambale	 		 	Mike Maples
				
	 /s/ Dave Sikora
	 		 		 	
	Dave Sikora	 		 		 	

  

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