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Exhibit 10.8




APRIMO, INCORPORATED




2007 EMPLOYEE STOCK PURCHASE PLAN




     The purpose of the Aprimo, Incorporated 2007 Employee Stock Purchase Plan (“the Plan”) is to
provide eligible employees of Aprimo, Incorporated (the “Company”) and each Designated Subsidiary
(as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par
value $0.001 per share (the “Common Stock”). 2,000,000 shares of Common Stock in the aggregate
have been approved and reserved for this purpose. The Plan is intended to constitute an “employee
stock purchase plan” within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as
amended (the “Code”), and shall be interpreted in accordance with that intent.



     1. Administration. The Plan will be administered by the person or persons (the
“Administrator”) appointed by the Company’s Board of Directors (the “Board”) for such purpose. The
Administrator has authority at any time to: (i) adopt, alter and repeal such rules, guidelines and
practices for the administration of the Plan and for its own acts and proceedings as it shall deem
advisable; (ii) interpret the terms and provisions of the Plan; (iii) make all determinations it
deems advisable for the administration of the Plan; (iv) decide all disputes arising in connection
with the Plan; and (v) otherwise supervise the administration of the Plan. All interpretations and
decisions of the Administrator shall be binding on all persons, including the Company and the
Participants. No member of the Board or individual exercising administrative authority with
respect to the Plan shall be liable for any action or determination made in good faith with respect
to the Plan or any option granted hereunder.



     2. Offerings. The Company will make one or more offerings to eligible employees to
purchase Common Stock under the Plan (“Offerings”). Unless otherwise determined by the



 









 




Administrator, the initial Offering will begin on January 1, 2008 and will end on the
following March 31, 2008 (the “Initial Offering”). Thereafter, unless otherwise determined by the
Administrator, an Offering will begin on the first business day occurring on or after each April 1,
July 1, October 1 and January 1 and will end on the last business day occurring on or before the
following June 30, September 30, December 31 and March 31 respectively. The Administrator may, in
its discretion, designate a different period for any Offering, provided that no Offering shall
exceed six months in duration or overlap any other Offering.




     3. Eligibility. All individuals classified as employees on the payroll records of the
Company and each Designated Subsidiary are eligible to participate in any one or more of the
Offerings under the Plan, provided that as of the first day of the applicable Offering (the
“Offering Date”) they are customarily employed by the Company or a Designated Subsidiary for more
than 20 hours a week. Notwithstanding any other provision herein, individuals who are not
contemporaneously classified as employees of the Company or a Designated Subsidiary for purposes of
the Company’s or applicable Designated Subsidiary’s payroll system are not considered to be
eligible employees of the Company or any Designated Subsidiary and shall not be eligible to
participate in the Plan. In the event any such individuals are reclassified as employees of the
Company or a Designated Subsidiary for any purpose, including, without limitation, common law or
statutory employees, by any action of any third party, including, without limitation, any
government agency, or as a result of any private lawsuit, action or administrative proceeding, such
individuals shall, notwithstanding such reclassification, remain ineligible for participation.
Notwithstanding the foregoing, the exclusive means for individuals who are not contemporaneously
classified as employees of the Company or a Designated Subsidiary on the Company’s or Designated
Subsidiary’s payroll system to become eligible to



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participate in this Plan is through an amendment to this Plan, duly executed by the Company,
which specifically renders such individuals eligible to participate herein.




     4. Participation.



          (a) Participants in Subsequent Offerings. An eligible employee who is not a
Participant on any Offering Date may participate in such Offering by submitting an enrollment form
to his or her appropriate payroll location at least 15 business days before the Offering Date (or
by such other deadline as shall be established by the Administrator for the Offering).




          (b) Enrollment. The enrollment form will (a) state the amount to be deducted from an
eligible employee’s Compensation (as defined in Section 11) per pay period, (b) authorize the
purchase of Common Stock in each Offering in accordance with the terms of the Plan and (c) specify
the exact name or names in which shares of Common Stock purchased for such individual are to be
issued pursuant to Section 10. An employee who does not enroll in accordance with these procedures
will be deemed to have waived the right to participate. Unless a Participant files a new
enrollment form or withdraws from the Plan, such Participant’s deductions and purchases will
continue at the same amount of Compensation for future Offerings, provided he or she remains
eligible.




          (c) Notwithstanding the foregoing, participation in the Plan will neither be permitted nor be
denied contrary to the requirements of the Code.




     5. Employee Contributions. Each eligible employee may authorize payroll deductions at
a minimum of fifty dollars ($50) per pay period up to a maximum of ten percent (10%) of such
employee’s Compensation for each pay period. The Company will maintain book accounts showing the
amount of payroll deductions made by each Participant for each Offering. No interest will accrue
or be paid on payroll deductions.



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     6. Deduction Changes. Except as may be determined by the Administrator in advance of
an Offering, a Participant may not increase or decrease his or her payroll deduction during any
Offering, but may increase or decrease his or her payroll deduction with respect to the next
Offering (subject to the limitations of Section 5) by filing a new enrollment form at least 15
business days before the next Offering Date (or by such other deadline as shall be established by
the Administrator for the Offering). The Administrator may, in advance of any Offering, establish
rules permitting a Participant to increase, decrease or terminate his or her payroll deduction
during an Offering.



     7. Withdrawal. A Participant may withdraw from participation in the Plan by
delivering a written notice of withdrawal to his or her appropriate payroll location. The
Participant’s withdrawal will be effective as of the next business day. Following a Participant’s
withdrawal, the Company will promptly refund such individual’s entire account balance under the
Plan to him or her (after payment for any Common Stock purchased before the effective date of
withdrawal). Partial withdrawals are not permitted. Such an employee may not begin participation
again during the remainder of the Offering, but may enroll in a subsequent Offering in accordance
with Section 4.



     8. Grant of Options. On each Offering Date, the Company will grant to each eligible
employee who is then a Participant in the Plan an option (“Option”) to purchase on the last day of
such Offering (the “Exercise Date”), at the Option Price hereinafter provided for, (a) a number of
shares of Common Stock determined by dividing such Participant’s accumulated payroll deductions on
such Exercise Date by the Option Price (as defined herein), or (b) such other lesser maximum number
of shares as shall have been established by the Administrator in advance of the Offering; provided,
however, that such Option shall be subject to the limitations set forth



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below. Each Participant’s Option shall be exercisable only to the extent of such
Participant’s accumulated payroll deductions on the Exercise Date. The purchase price for each
share purchased under each Option (the “Option Price”) will be 95 percent of the Fair Market Value
of the Common Stock on the Exercise Date.




     Notwithstanding the foregoing, no Participant may be granted an option hereunder if such
Participant, immediately after the option was granted, would be treated as owning stock possessing
5 percent or more of the total combined voting power or value of all classes of stock of the
Company or any Parent or Subsidiary (as defined in Section 11). For purposes of the preceding
sentence, the attribution rules of Section 424(d) of the Code shall apply in determining the stock
ownership of a Participant, and all stock which the Participant has a contractual right to purchase
shall be treated as stock owned by the Participant. In addition, no Participant may be granted an
Option which permits his or her rights to purchase stock under the Plan, and any other employee
stock purchase plan of the Company and its Parents and Subsidiaries, to accrue at a rate which
exceeds $25,000 of the fair market value of such stock (determined on the option grant date or
dates) for each calendar year in which the Option is outstanding at any time. The purpose of the
limitation in the preceding sentence is to comply with Section 423(b)(8) of the Code and shall be
applied taking Options into account in the order in which they were granted.



     9. Exercise of Option and Purchase of Shares. Each employee who continues to be a
Participant in the Plan on the Exercise Date shall be deemed to have exercised his or her Option on
such date and shall acquire from the Company such number of whole shares of Common Stock reserved
for the purpose of the Plan as his or her accumulated payroll deductions on such date will purchase
at the Option Price, subject to any other limitations contained in the Plan Any amount remaining
in a Participant’s account at the end of an Offering solely by reason of the



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inability to purchase a fractional share will be carried forward to the next Offering; any
other balance remaining in a Participant’s account at the end of an Offering will be refunded to
the Participant promptly.




     10. Issuance of Certificates. Certificates representing shares of Common Stock
purchased under the Plan may be issued only in the name of the employee, in the name of the
employee and another person of legal age as joint tenants with rights of survivorship, or in the
name of a broker authorized by the employee to be his, her or their, nominee for such purpose.



     11. Definitions.



     The term “Compensation” means the amount of total cash compensation, prior to salary reduction
pursuant to Sections 125, 132(f) or 401(k) of the Code, including base pay, overtime, commissions,
and incentive or bonus awards, but excluding allowances and reimbursements for expenses such as
relocation allowances or travel expenses, income or gains on the exercise of Company stock options,
and similar items.



     The term “Designated Subsidiary” means any present or future Subsidiary (as defined below)
that has been designated by the Board to participate in the Plan. The Board may so designate any
Subsidiary, or revoke any such designation, at any time and from time to time, either before or
after the Plan is approved by the stockholders. The current list of Designated Subsidiaries is
attached hereto as Appendix A.



     The term “Fair Market Value of the Common Stock” on any given date means the fair market value
of the Common Stock determined in good faith by the Administrator; provided,
however, that if the Common Stock is admitted to quotation on the National Association of
Securities Dealers Automated Quotation System (“NASDAQ”), NASDAQ Global Market or another national
securities exchange, the determination shall be made by reference to market



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quotations. If there are no market quotations for such date, the determination shall be made
by reference to the last date preceding such date for which there are market quotations.




     The term “Parent” means a “parent corporation” with respect to the Company, as defined in
Section 424(e) of the Code.



     The term “Participant” means an individual who is eligible as determined in Section 3 and who
has complied with the provisions of Section 4.



     The term “Subsidiary” means a “subsidiary corporation” with respect to the Company, as defined
in Section 424(f) of the Code.



     12. Rights on Termination of Employment. If a Participant’s employment terminates for
any reason before the Exercise Date for any Offering, no payroll deduction will be taken from any
pay due and owing to the Participant and the balance in the Participant’s account will be paid to
such Participant or, in the case of such Participant’s death, to his or her designated beneficiary
as if such Participant had withdrawn from the Plan under Section 7. An employee will be deemed to
have terminated employment, for this purpose, if the corporation that employs him or her, having
been a Designated Subsidiary, ceases to be a Subsidiary, or if the employee is transferred to any
corporation other than the Company or a Designated Subsidiary. An employee will not be deemed to
have terminated employment for this purpose, if the employee is on an approved leave of absence for
military service or sickness or for any other purpose approved by the Company, if the employee’s
right to reemployment is guaranteed either by a statute or by contract or under the policy pursuant
to which the leave of absence was granted or if the Administrator otherwise provides in writing.



     13. Special Rules. Notwithstanding anything herein to the contrary, the Administrator
may adopt special rules applicable to the employees of a particular Designated



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Subsidiary, whenever the Administrator determines that such rules are necessary or appropriate
for the implementation of the Plan in a jurisdiction where such Designated Subsidiary has
employees; provided that such rules are consistent with the requirements of Section 423(b) of the
Code. Such special rules may include (by way of example, but not by way of limitation) the
establishment of a method for employees of a given Designated Subsidiary to fund the purchase of
shares other than by payroll deduction, if the payroll deduction method is prohibited by local law
or is otherwise impracticable. Any special rules established pursuant to this Section 13 shall, to
the extent possible, result in the employees subject to such rules having substantially the same
rights as other Participants in the Plan.




     14. Optionees Not Stockholders. Neither the granting of an Option to a Participant
nor the deductions from his or her pay shall constitute such Participant a holder of the shares of
Common Stock covered by an Option under the Plan until such shares have been purchased by and
issued to him or her.



     15. Rights Not Transferable. Rights under the Plan are not transferable by a
Participant other than by will or the laws of descent and distribution, and are exercisable during
the Participant’s lifetime only by the Participant.



     16. Application of Funds. All funds received or held by the Company under the Plan
may be combined with other corporate funds and may be used for any corporate purpose.



     17. Adjustment in Case of Changes Affecting Common Stock. In the event of a
subdivision of outstanding shares of Common Stock, the payment of a dividend in Common Stock or any
other change affecting the Common Stock, the number of shares approved for the Plan and the share
limitation set forth in Section 8 shall be equitably or proportionately adjusted to give proper
effect to such event.



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     18. Amendment of the Plan. The Board may at any time and from time to time amend the
Plan in any respect, except that without the approval within 12 months of such Board action by the
stockholders, no amendment shall be made increasing the number of shares approved for the Plan or
making any other change that would require stockholder approval in order for the Plan, as amended,
to qualify as an “employee stock purchase plan” under Section 423(b) of the Code.



     19. Insufficient Shares. If the total number of shares of Common Stock that would
otherwise be purchased on any Exercise Date plus the number of shares purchased under previous
Offerings under the Plan exceeds the maximum number of shares issuable under the Plan, the shares
then available shall be apportioned among Participants in proportion to the amount of payroll
deductions accumulated on behalf of each Participant that would otherwise be used to purchase
Common Stock on such Exercise Date.



     20. Termination of the Plan. The Plan may be terminated at any time by the Board.
Upon termination of the Plan, all amounts in the accounts of Participants shall be promptly
refunded.



     21. Governmental Regulations. The Company’s obligation to sell and deliver Common
Stock under the Plan is subject to obtaining all governmental approvals required in connection with
the authorization, issuance, or sale of such stock.



     22. Governing Law. This Plan and all Options and actions taken thereunder shall be
governed by, and construed in accordance with, the laws of the State of Delaware, applied without
regard to conflict of law principles.



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     23. Issuance of Shares. Shares may be issued upon exercise of an Option from
authorized but unissued Common Stock, from shares held in the treasury of the Company, or from any
other proper source.



     24. Tax Withholding. Participation in the Plan is subject to any minimum required tax
withholding on income of the Participant in connection with the Plan. Each Participant agrees, by
entering the Plan, that the Company and its Subsidiaries shall have the right to deduct any such
taxes from any payment of any kind otherwise due to the Participant, including shares issuable
under the Plan.



     25. Notification Upon Sale of Shares. Each Participant agrees, by entering the Plan,
to give the Company prompt notice of any disposition of shares purchased under the Plan where such
disposition occurs within two years after the date of grant of the Option pursuant to which such
shares were purchased.



     26. Effective Date and Approval of Shareholders. The Plan shall take effect on the
later of the date it is adopted by the Board and the date it is approved by the holders of a
majority of the votes cast at a meeting of stockholders at which a quorum is present or by written
consent of the stockholders.



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APPENDIX A




Designated Subsidiaries




Aprimo, Incorporated





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