**Exhibit10.15**

 

**RIGHTNOWTECHNOLOGIES, INC.**

**NON-INCENTIVESTOCK OPTION AGREEMENT**

 

RIGHTNOW TECHNOLOGIES, INC., a Delaware corporation(the “Company”), acting pursuant to the 2004 Equity Incentive Plan (the“Plan”), has granted you (the “Option Holder”) an option to purchase the numberof shares of the Company’s common stock, $0.001 par value (“Common Stock”),listed in the attached Notice of Grant of Stock Options and Option Agreement(the “Grant Notice”) upon the following terms and conditions and in all respectssubject to the provisions of the Plan, the terms of which are incorporated byreference.

 

Grant of Option.  TheCompany hereby grants the Option Holder, as of the date set out in the attachedGrant Notice, an option (the “Option”) to purchase from the Company up to thenumber of****shares (the “Shares”) ofCommon Stock of the Company listed in your Grant Notice at an exercise priceper share (the “Option Exercise Price”) equal to the price set out in yourGrant Notice (being at least equal to the fair market value of the Common Stockon the date of grant), in the amounts, during the periods, and upon the termsand conditions as set forth in this Agreement and in the Plan.  The issuance of the shares of Common Stockupon the exercise of the Option shall be subject to the provisions set forth inSection 9 hereof.  This Option isnot intended to be an incentive stock option within the meaning ofSection 422 of the Internal Revenue Code of 1986, as amended (the“Code”).  Unless earlier terminatedpursuant to Section 3, the Option shall terminate at 5:00 p.m. on thedate ten years from the grant of this Option.

 

# The details ofyour Option are as follows:

 

1.                                       Vesting and Time of Exercise.  Thevested portion of the Option is exercisable in whole or in part (but not as toany fractional shares) at any time prior to the termination of the Option.  Except as otherwise provided in thisAgreement, the Option shall vest in accordance with the chedule set out in theattached Grant Notice.  The right topurchase shares under the Option shall be cumulative, and shares not purchasedin any year may be purchased in subsequent years, subject to the terminationprovisions contained elsewhere herein.

 

2.                                       Exercise of Option after Death or Terminationof Service.  The Option shall terminate and may no longerbe exercised if the Option Holder ceases to perform services for the Company orits affiliates, except that:

 

## (a)                                  If Option Holder’s service to the Companyshall be terminated for any reason, voluntary or involuntary, other than for “*Cause*” (as defined in Section 3(e))or Option Holder’s death or disability (within the meaning ofSection 22(e)(3) of the Code), Option Holder may at any time before 5:00p.m. on the date 3 months following such termination exercise the Option to theextent the Option was exercisable by Option Holder on the date of thetermination of Option Holder’s service.

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## (b)                                 If Option Holder’s service to the Companyis terminated for Cause, Option Holder may at any time before 5:00 p.m. on thedate 30 days following such termination exercise the Option to the extent theOption was exercisable by Option Holder on the date of the termination ofOption Holder’s service.

 

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## (c)                                  If Option Holder shall die while theOption is still exercisable according to its terms or if service is terminatedbecause Option Holder has become disabled (within the meaning ofSection 22(e)(3) of the Code) while in the service of the Company andOption Holder shall not have fully exercised the Option, such Option may beexercised at any time before 5:00 p.m. on the date 6 months following OptionHolder’s death or date of termination of service for disability by OptionHolder, personal representatives or administrators or guardians of OptionHolder, as applicable or by any person or persons to whom the Option istransferred by will or the applicable laws of descent and distribution, to theextent of the full number of Shares Option Holder was entitled to purchaseunder the Option on (i) the earlier of the date of death or termination of serviceor (ii) the date of termination for such disability, as applicable.

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## (d)                                 Notwithstanding the above, in no case maythe Option be exercised to any extent by anyone after the termination date ofthe Option.

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## (e)                                  “*Cause*”shall mean (i) the willful and continued failure by Option Holder substantiallyto perform his or her duties and obligations (other than any such failureresulting from his or her incapacity due to physical or mental illness), (ii)Option Holder’s conviction or plea bargain of any felony or gross misdemeanorinvolving moral turpitude, fraud or misappropriation of funds or (iii) thewillful engaging by Option Holder in misconduct which causes substantial injuryto the Company or its affiliates, its other employees or the employees of its affiliatesor its clients or the clients of its affiliates, whether monetarily orotherwise.  For purposes of thisparagraph, no action or failure to act on Option Holder’s part shall beconsidered “willful” unless done or omitted to be done, by Option Holder in badfaith and without reasonable belief that his or her action or omission was inthe best interests of the Company.

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3.                                       Manner of Exercise.

 

## (a)                                  Subject to the foregoing, the Option maybe exercised in whole or in part from time to time by serving written notice ofexercise on the Company at its principal office within the Option period.  The notice shall state the number of Sharesas to which the Option is being exercised and shall be accompanied by paymentin full of the Option Exercise Price for all shares designated in thenotice.  Payment of the exercise priceshall be made (i) in cash (including bank check, personal check or money orderpayable to the Company), (ii) with the approval of the Company (which may begiven in its sole discretion), by delivering to the Company for cancellationshares of the Company’s Common Stock already owned by the Option Holder havinga Fair Market Value (as defined in the Plan) as of the date of exercise equalto the full Option Exercise Price for all of the Shares being acquired or theportion thereof being paid by tendering such shares, (iii) with the approval ofthe Company (which may be given in its sole discretion) and subject toSection 402 of the Sarbanes-Oxley Act of 2002 and any rules andregulations promulgated thereunder, by delivering to the Company the fullOption Exercise Price for all of the Shares being acquired in a combination ofcash and Option Holder’s full recourse liability promissory note with aprincipal amount not to exceed eighty percent (80%) of the exercise price and aterm not to exceed five (5) years, which promissory note shall provide forinterest on the unpaid balance thereof which at all times is not less than theminimum rate required to avoid the imputation of income, original issuediscount or a below-market rate loan pursuant to Sections 483, 1274 or 7872 ofthe Code or any successor provisions thereto or (iv) with the approval of theCompany (which may be given in its sole discretion) and subject toSection 402 of the Sarbanes-Oxley Act of 2002 and any rules andregulations promulgated thereunder, by delivering to the Company a combinationof cash, the Option Holder’s promissory note and shares of Common Stock with anaggregate Fair Market Value and a principal amount equal to the Option ExercisePrice for all of the Shares being acquired.

 

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## (b)                                 Upon receipt of payment for the sharesbeing purchased and such documents referenced in the preceding sentence, theCompany shall, as expeditiously as possible, deliver to the Option Holder acertificate or certificates for such shares out of authorized but theretoforeunissued shares of its Common Stock or issued shares which have been reacquiredby the Company.  This Option may beexercised only with respect to full shares and no fractional share of stockshall be issued.

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4.                                       Assignability. During the lifetime of the Option Holder, the Option shall beexercisable only by the Option Holder and shall not be assignable ortransferable by the Option Holder except by will or by the laws of descent ordistribution.  The foregoingnotwithstanding, the Option Holder may transfer the Option to any Family Member(as such term is defined in the General Instructions to Form S-8 (or successorto such Instructions or such Form)), provided, however, that (i) the OptionHolder may not receive any consideration for such transfer, (ii) the FamilyMember must agree in writing not to make any subsequent transfers of the Optionexcept by will or by the laws of the descent or distribution and (iii) theCompany receives prior written notice of such transfer.  Subject to the foregoing, the Option shallinure to the benefit of and be binding upon the successors and assigns of theOption Holder.

 

5.                                       No Right to Continued Service; No Rights as aShareholder.  This Agreement shall not confer on the OptionHolder any right with respect to continuance of service to the Company, norwill it interfere in any way with the right of the Company to terminate suchservice at any time.  The Option Holderwill have no rights as a shareholder with respect to any shares covered by theOption until the issuance of a certificate or certificates to the Option Holderfor the shares.  Except as otherwiseprovided in Section 7 hereof, no adjustment shall be made for dividends orother rights for which the record date is prior to the date of full payment ofthe Option Exercise Price for all of the Shares being acquired.

 

6.                                       Capital Adjustments and Reorganization.  Thenumber of shares of Common Stock covered by the Option, and the Option ExercisePrice thereof, shall be subject to appropriate proportionate adjustment toreflect any stock dividend, stock split, share combination, separation,reorganization, liquidation or the like, of or by the Company.

 

7.                                       Subject to Plan.  ThisOption and the grant and exercise thereof are subject to the terms andconditions of the Plan, but the terms of the Plan shall not be considered anenlargement of any benefits under this Agreement.  In addition, this Option is subject to therules and regulations promulgated pursuant to the Plan, now or hereafter ineffect.  A copy of the Plan will befurnished upon request of the Option Holder.

 

8.                                       Conditions Precedent to Issuance of Shares. Shares shall not be issued pursuant to the exercise of the Option unlesssuch exercise and the issuance and delivery of the applicable Shares pursuantthereto shall comply with all relevant provisions of law, including, withoutlimitation, the Securities Act of 1933, as amended, the Exchange Act of 1934,as amended, the rules and regulations promulgated thereunder, the requirementsof any applicable Stock Exchange or the Nasdaq National Market and the DelawareGeneral Corporation Law.  As a conditionto the exercise of the purchase price relating to the Option, the Company mayrequire that the person exercising or paying the purchase price represent andwarrant that the Shares are being purchased only for investment and without anypresent intention to sell or distribute such Shares if, in the opinion ofcounsel for the Company, such a representation and warranty is required by law.

 

9.                                       Tax Matters.  In order to provide theCompany with the opportunity to claim the benefit of any income tax deductionwhich may be available to it upon the exercise of the Option

 

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andin order to comply with all applicable federal or state income tax laws orregulations, the Company may take such action as it deems appropriate to insurethat, if necessary, all applicable federal or state payroll, withholding,income or other taxes are withheld or collected from the Option Holder.  The Option Holder may elect to satisfy his orher federal and state income tax withholding obligations upon exercise of thisoption by (i) having the Company withhold a portion of the shares of CommonStock otherwise to be delivered upon exercise of such option having a fairmarket value equal to the amount of federal and state income tax required to bewithheld upon such exercise, in accordance with such rules as the Company mayfrom time to time establish, or (ii) delivering to the Company shares of itsCommon Stock other than the shares issuable upon exercise of such option with afair market value equal to such taxes, in accordance with such rules.

 

10.                                 Securities Law Matters.  TheOption Holder hereby represents and agrees that any shares which he or she mayacquire pursuant to the exercise of this Option will be acquired for the OptionHolder’s own account, for long-term investment purposes and not with a viewtoward the distribution or sale thereof. The Option Holder acknowledges that under the terms of the Plan to whichthis Agreement is subject, effectiveness of any exercise herein and theissuance of shares to the Option Holder upon any such exercise of this optionmay be delayed in order to permit the Company to comply at such time withrelevant federal and state securities laws in connection with suchissuance.  The Option Holder acknowledgesthat the Company is not, and will at no time be, under any obligation to theOption Holder to register any shares issued upon exercise herein under anyfederal or state securities laws and that, consequently: (a) at the time ofacquisition such shares may not be registered under either federal orapplicable state securities laws, (b) the Company will be relying upon theforegoing investment representation of the Option Holder in agreeing to issuesuch shares to the Option Holder, (c) the transferability of such shares may besubject to the restrictions imposed by all applicable federal and statesecurities laws on unregistered shares, and (d) the certificates evidencingsuch shares may be imprinted with an appropriate legend setting forth suchrestrictions on transferability.

 

# 11.                                 Miscellaneous.

 

## (a)                                  Governing Law. The validity, construction and effect of the Agreement, and any rulesand regulations relating to the Agreement, shall be determined in accordancewith the internal laws, and not the law of conflicts, of the State of Delaware.

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## (b)                                 Severability. If any provision of the Agreement is or becomes or is deemed to beinvalid, illegal or unenforceable in any jurisdiction or would disqualify theAgreement under any law deemed applicable by the Committee (as defined in thePlan), such provision shall be construed or deemed amended to conform toapplicable laws, or if it cannot be so construed or deemed amended without, inthe determination of the Committee, materially altering the purpose or intentof the Plan or the Agreement, such provision shall be stricken as to suchjurisdiction or the Agreement, and the remainder of the Agreement shall remainin full force and effect.

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## (c)                                  No Trust or Fund Created. Neither the Plan nor the Agreement shall create or be construed tocreate a trust or separate fund of any kind or a fiduciary relationship betweenthe Company or its affiliates and Option Holder or any other person.

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## (d)                                 Headings.  Headings aregiven to the Sections and subsections of the Agreement solely as a convenienceto facilitate reference.  Such headingsshall not be deemed in any way material or relevant to the construction orinterpretation of the Agreement or any provision thereof.

 

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