**Exhibit 10.14**

 

**RIGHTNOW TECHNOLOGIES, INC.**

**INCENTIVE STOCK OPTION AGREEMENT**

 

RIGHTNOWTECHNOLOGIES, INC., a Delaware corporation (the “Company”), acting pursuant tothe 2004 Equity Incentive Plan (the “Plan”), has granted you (the “OptionHolder”) an option to purchase the number of shares of the Company’s commonstock, $0.001 par value (“Common Stock”), listed in the attached Notice ofGrant of Stock Options and Option Agreement (the “Grant Notice”) upon thefollowing terms and conditions and in all respects subject to the provisions ofthe Plan, the terms of which are incorporated by reference.

 

Grant ofOption.  The Company hereby grants the Option Holder,as of the date set out in the attached Grant Notice, an option (the “Option”)to purchase from the Company up to the number of shares (the “Shares”) ofCommon Stock of the Company listed in the attached Grant Notice at an exerciseprice per share (the “Option Exercise Price”) equal to the price set out in theattached Grant Notice (being at least equal to the fair market value of theCommon Stock on the date of grant), in the amounts, during the periods, andupon the terms and conditions as set forth in this Agreement and in thePlan.  The issuance of the shares ofCommon Stock upon the exercise of the Option shall be subject to the provisionsset forth in Section 9 hereof.  ThisOption is intended to be an incentive stock option within the meaning of Section 422of the Internal Revenue Code of 1986, as amended (the “Code”).  Unless earlier terminated pursuant to Section 3,the Option shall terminate at 5:00 p.m. on the date ten years from thegrant of this Option, or at 5:00 p.m. on the date five years from the grant ofthis Option if the Option Holder holds greater than ten percent (10%) of thetotal combined voting power of all classes of the Company’s stock.

 

The details ofyour Option are as follows:

 

1.                                       Vestingand Time of Exercise

 

## (a)                                  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 otherwiseprovided in this Agreement, the Option shall vest in accordance with the schedule setout in the attached Grant Notice. The right to purchase shares under the Option shall be cumulative, and sharesnot purchased in any year may be purchased in subsequent years, subject to thetermination provisions contained elsewhere herein.

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## (b)                                 TheOption Holder understands that to the extent that the aggregate fair marketvalue (determined at the time the Option was granted) of the shares of CommonStock with respect to which all incentive stock options within the meaning of Section 422of the Code are exercisable for the first time by the Option Holder during anycalendar year exceed $100,000, in accordance with Section 422(d) of theCode, such options shall be treated as options that do not qualify as incentivestock options.

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2.                                       Exercise ofOption after Death or Termination of Employment.  The Option shall terminate and may no longerbe exercised if the Option Holder ceases to be employed by the Company or itsaffiliates, except that:

 

## (a)                                  IfOption Holder’s employment shall be terminated for any reason, voluntary orinvoluntary, other than for “*Cause*”(as defined in Section 3(e)) or Option Holder’s

 

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## death or disability (within themeaning of Section 22(e)(3) of the Code), Option Holder may at any timebefore 5:00 p.m. on the date 3 months following such termination exercise theOption to the extent the Option was exercisable by Option Holder on the date ofthe termination of Option Holder’s employment.

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## (b)                                 IfOption Holder’s employment is terminated for Cause, Option Holder may at anytime before 5:00 p.m. on the date 30 days following such termination exercisethe Option to the extent the Option was exercisable by Option Holder on thedate of the termination of Option Holder’s employment.

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## (c)                                  IfOption Holder shall die while the Option is still exercisable according to itsterms or if employment is terminated because Option Holder has become disabled(within the meaning of Section 22(e)(3) of the Code) while in the employof the Company and Option Holder shall not have fully exercised the Option,such Option may be exercised at any time before 5:00 p.m. on the date 6 monthsfollowing Option Holder’s death or date of termination of employment fordisability by Option Holder, personal representatives or administrators orguardians of Option Holder, as applicable or by any person or persons to whomthe Option is transferred by will or the applicable laws of descent anddistribution, to the extent of the full number of Shares Option Holder wasentitled to purchase under the Option on (i) the earlier of the date of deathor termination of employment or (ii) the date of termination for suchdisability, as applicable.

 

## (d)                                 Notwithstandingthe above, in no case may the Option be exercised to any extent by anyone afterthe termination date of the Option.

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## (e)                                  “*Cause*” shall mean (i) the willful andcontinued failure by Option Holder substantially to perform his or her dutiesand obligations (other than any such failure resulting from his or herincapacity due to physical or mental illness), (ii) Option Holder’s convictionor plea bargain of any felony or gross misdemeanor involving moral turpitude,fraud or misappropriation of funds or (iii) the willful engaging by OptionHolder in misconduct which causes substantial injury to the Company or itsaffiliates, its other employees or the employees of its affiliates or itsclients or the clients of its affiliates, whether monetarily or otherwise.  For purposes of this paragraph, no action orfailure to act on Option Holder’s part shall be considered “willful” unlessdone or omitted to be done, by Option Holder in bad faith and withoutreasonable belief that his or her action or omission was in the best interestsof the Company.

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3.                                       Manner ofExercise.

 

## (a)                                  Subjectto the foregoing, the Option may be exercised in whole or in part from time totime by serving written notice of exercise on the Company at its principaloffice within the Option period.  Thenotice shall state the number of Shares as to which the Option is beingexercised and shall be accompanied by payment in full of the Option ExercisePrice for all shares designated in the notice. Payment of the exercise price shall be made (i) in cash (including bankcheck, personal check or money order payable to the Company), (ii) with theapproval of the Company (which may be given in its sole discretion), bydelivering to the Company for cancellation shares of the Company’s Common Stockalready owned by the Option Holder having a Fair Market Value (as defined inthe Plan) as of the date of exercise equal to the full Option Exercise Pricefor all of the Shares being acquired or the portion thereof being paid bytendering such shares, (iii) with the approval of the Company (which may begiven in its sole discretion) and subject to Section 402 of theSarbanes-Oxley Act of 2002 and any rules and regulations promulgatedthereunder, by delivering to the Company the full Option Exercise Price

 

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## for all of the Shares beingacquired in a combination of cash and Option Holder’s full recourse liabilitypromissory note with a principal amount not to exceed eighty percent (80%) ofthe exercise price and a term not to exceed five (5) years, which promissorynote shall provide for interest on the unpaid balance thereof which at alltimes is not less than the minimum rate required to avoid the imputation ofincome, original issue discount or a below-market rate loan pursuant toSections 483, 1274 or 7872 of the Code or any successor provisions thereto or(iv) with the approval of the Company (which may be given in its solediscretion) and subject to Section 402 of the Sarbanes-Oxley Act of 2002and any rules and regulations promulgated thereunder, by delivering to theCompany a combination of cash, the Option Holder’s promissory note and sharesof Common Stock with an aggregate Fair Market Value and a principal amountequal to the Option Exercise Price for all of the Shares being acquired.

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## (b)                                 Uponreceipt of payment for the shares being purchased and such documents referencedin the preceding sentence, the Company shall, as expeditiously as possible,deliver to the Option Holder a certificate or certificates for such shares outof authorized but theretofore unissued shares of its Common Stock or issuedshares which have been reacquired by the Company.  This Option may be exercised only withrespect to full shares and no fractional share of stock shall be issued.

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4.                                       Assignability.  During the lifetime of the Option Holder, theOption shall be exercisable only by the Option Holder and shall not beassignable or transferable by the Option Holder except by will or by the lawsof descent or distribution.  Subject tothe foregoing sentence, the Option shall inure to the benefit of and be bindingupon the successors and assigns of the Option Holder.

 

5.                                       No Right toContinued Employment; No Rights as a Shareholder.  This Agreement shall not confer on the OptionHolder any right with respect to continuance of employment by the Company, norwill it interfere in any way with the right of the Company to terminate suchemployment at any time.  The OptionHolder will have no rights as a shareholder with respect to any shares coveredby the Option until the issuance of a certificate or certificates to the OptionHolder for the shares.  Except asotherwise provided in Section 7 hereof, no adjustment shall be made fordividends or other rights for which the record date is prior to the date offull payment of the Option Exercise Price for all of the Shares being acquired.

 

6.                                       CapitalAdjustments 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 toPlan.  This Option and the grant andexercise thereof are subject to the terms and conditions of the Plan, but theterms of the Plan shall not be considered an enlargement of any benefits underthis Agreement.  In addition, this Optionis subject to the rules and regulations promulgated pursuant to the Plan, nowor hereafter in effect.  A copy of thePlan will be furnished upon request of the Option Holder.

 

8.                                       ConditionsPrecedent 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

 

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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 of counselfor the Company, such a representation and warranty is required by law.

 

9.                                       Tax Matters.

 

## (a)                                  Ifthe Option Holder shall dispose of any of the shares of Common acquired by theOption Holder pursuant to the exercise of the Option within two years from thedate the Option was granted or within one year after the transfer of any suchshares to the Option Holder upon exercise of the Option, in order to providethe Company with the opportunity to claim the benefit of any income taxdeduction which may be available to it under the circumstances, the OptionHolder shall promptly notify the Company of the dates of acquisition anddisposition of such shares, the number of shares so disposed of and theconsideration, if any, received for such shares. In order to comply with allapplicable federal or state income tax laws or regulations, the Company maytake such action as it deems appropriate to insure (i) notice to the Company ofany disposition of the Common Stock within the time periods described above and(ii) that, if necessary, all applicable federal or state payroll, withholding,income or other taxes are withheld or collected from the Option Holder.

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## (b)                                 Inorder to provide the Company with the opportunity to claim the benefit of anyincome tax deduction which may be available to it upon the exercise of theOption when the Option does not qualify as an incentive stock option within themeaning of Section 422 of the Code and in order to comply with allapplicable federal or state income tax laws or regulations, the Company maytake such action as it deems appropriate to insure that, if necessary, allapplicable federal or state payroll, withholding, income or other taxes arewithheld or collected from the Option Holder. The Option Holder may elect tosatisfy his or her federal and state income tax withholding obligations uponexercise of this option by (i) having the Company withhold a portion of theshares of Common Stock otherwise to be delivered upon exercise of such optionhaving a fair market value equal to the amount of federal and state income taxrequired to be withheld upon such exercise, in accordance with such rules asthe Company may from time to time establish, or (ii) delivering to the Companyshares of its Common Stock other than the shares issuable upon exercise of suchoption with a fair market value equal to such taxes, in accordance with suchrules.

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10.                                 Securities LawMatters.  The Option Holder herebyrepresents and agrees that any shares which he or she may acquire pursuant tothe exercise of this Option will be acquired for the Option Holder’s ownaccount, for long-term investment purposes and not with a view toward thedistribution or sale thereof.  The OptionHolder acknowledges that under the terms of the Plan to which this Agreement issubject, effectiveness of any exercise herein and the issuance of shares to theOption Holder upon any such exercise of this option may be delayed in order topermit the Company to comply at such time with relevant federal and statesecurities laws in connection with such issuance.  The Option Holder acknowledges that theCompany is not, and will at no time be, under any obligation to the OptionHolder to register any shares issued upon exercise herein under any federal orstate securities laws and that, consequently: (a) at the time of acquisitionsuch shares may not be registered under either federal or applicable statesecurities laws, (b) the Company will be relying upon the foregoing investmentrepresentation of the Option Holder in agreeing to issue such shares to theOption Holder, (c) the transferability of such shares may be subject to therestrictions imposed by all applicable federal and state securities laws onunregistered shares, and (d) the certificates evidencing such shares may beimprinted with an appropriate legend setting forth such restrictions ontransferability.

 

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11.                                 Miscellaneous.

 

## (a)                                  GoverningLaw.  The validity, construction andeffect of the Agreement, and any rules and regulations relating to theAgreement, shall be determined in accordance with the internal laws, and notthe law of conflicts, of the State of Delaware.

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## (b)                                 Severability.  If any provision of the Agreement is orbecomes or is deemed to be invalid, illegal or unenforceable in anyjurisdiction or would disqualify the Agreement under any law deemed applicableby the Committee (as defined in the Plan), such provision shall be construed ordeemed amended to conform to applicable laws, or if it cannot be so construedor deemed amended without, in the determination of the Committee, materiallyaltering the purpose or intent of the Plan or the Agreement, such provisionshall be stricken as to such jurisdiction or the Agreement, and the remainderof the Agreement shall remain in full force and effect.

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## (c)                                  NoTrust or Fund Created.  Neither thePlan nor the Agreement shall create or be construed to create a trust orseparate fund of any kind or a fiduciary relationship between the Company orits affiliates and Option Holder or any other person.

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## (d)                                 Headings.  Headings are given to the Sections andsubsections of the Agreement solely as a convenience to facilitatereference.  Such headings shall not bedeemed in any way material or relevant to the construction or interpretation ofthe Agreement or any provision thereof.

 

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