exv10w4



 




 Exhibit 10.4



			
	 

	 
	 	As adopted by the Board of
	 	 	Directors on July 19, 2005 and
	 
	 	amended on May 17, 2007.














ART TECHNOLOGY GROUP, INC.




NON-EMPLOYEE DIRECTOR COMPENSATION PLAN




     This Non-Employee Director Compensation Plan (this “Plan”) is being adopted to establish the
compensation of the Non-Employee Directors of Art Technology Group, Inc. (the “Company”) for fiscal
year 2005 and subsequent fiscal years.



     ELIGIBILITY: Each member of the Company’s Board of Directors who is not an employee of the
Company shall be eligible to participate in the Plan (the “Non-Employee Directors”).



     ANNUAL RETAINER: Each Non-Employee Director shall receive an annual retainer in the amount of
$10,000, which shall be payable in quarterly installments in arrears.



     RESTRICTED STOCK UNITS: Each Non-Employee Director shall receive an annual restricted stock
unit grant of 20,000 shares of common stock of the Company (the “Common Stock”), to be granted each
year on the date of the Company’s Annual Meeting of Stockholders (or such later date on which a
Non-Employee Director shall first be elected) which restricted stock unit shall vest after one (1)
year beginning from the time of grant; provided, however, that for fiscal year 2007 this annual
restricted stock unit grant shall be granted on the date that this Plan is adopted, but vest as if
such grant had been made on the date of the Company’s 2007 Annual Meeting of Stockholders. The
vesting for all restricted stock units granted to Non-Employee Directors on or after the 2007
Annual Meeting of Stockholders will accelerate 100% upon a Change of Control (as such term is
defined in the Company’s General Change in Control Policy for Employees).



     RESTRICTED STOCK: Each Non-Employee Director shall receive an annual restricted stock grant of
a number of shares of the Common Stock equal to $4,500 divided by the fair market value of the
Common Stock on the date of grant, which grant shall vest in equal quarterly installments and be
made on the date of the Company’s Annual Meeting of Stockholders (or such later date on which a
Non-Employee Director shall first be elected); provided, however, that for fiscal year 2005 this
annual restricted stock grant shall be granted on the date that this Plan is adopted, but vest as
if such grant had been made on the date of the Company’s 2005 Annual Meeting of Stockholders.



     ADDITIONAL ANNUAL RETAINER FOR CHAIRS: Each Non-Employee Director shall receive an annual
retainer of $7,500, payable in quarterly installments in arrears, for each chair of the Board of
Directors or the Audit, Compensation, or Nominating and Governance Committee thereof held by such
Non-Employee Director.



 









 





     MEETING FEES: Each Non-Employee Director shall also receive the following meeting fees:




	 	(i)	 	meeting fee of $1,500 for each in person meeting of the Board of Directors
attended;
	 
	 	(ii)	 	meeting fee of $1,000 for each in person meeting of the Audit, Compensation, or
Nominating and Governance Committee of the Board of Directors attended; and
	 
	 	(iii)	 	meeting fee of $500 for each telephone meeting of the Board of Directors or
the Audit, Compensation, or Nominating and Governance Committee thereof attended.





     AMENDMENT AND INTERPRETATION: This Plan may be amended at any time by the Board of Directors
of the Company. Any dispute or ambiguity concerning the application of the terms of this Plan shall
be resolved by a determination of the Board of Directors of the Company, in its sole discretion.




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